Establishment of Issue Price. (a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) in establishing the issue price of the Bonds and shall execute and deliver to the City at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. (b) Except as otherwise set forth in Schedule I attached hereto, the City will treat the first price at which 10% of each maturity of the Bonds (the “10% Test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the City or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. (c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Price”) set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the Initial Offering Price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Hold-The-Offering-Price Rule”). So long as the Hold- The-Offering-Price Rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price to the public during the period starting on the sale date and ending on the earlier of the following: (i) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public. The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public. (d) The Underwriter confirms that: (i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable: (A) (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter; (B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and (C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public. (ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (e) The City acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds. (f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 2 contracts
Establishment of Issue Price. (a) A. The Underwriter agrees to assist the City and Bond Counsel (as defined herein) Authority in establishing the issue price of the Bonds and shall execute and deliver to the City Authority at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City Authority and Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.
(b) B. Except as otherwise set forth in Schedule I Exhibit A attached hereto, the City Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase AgreementContract, the Underwriter shall report to the City Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the City Authority or Bond Counsel. For purposes of this Section 3Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(c) C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement Contract at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I Exhibit A attached hereto, except as otherwise set forth therein. Schedule I Exhibit A also sets forth, as of the date of this Bond Purchase AgreementContract, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% Test test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Contract) and (ii) the 10% test has not been satisfied and for which the City Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City Authority to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe-Offeringoffering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) a. the close of the fifth (5th) business day after the sale date; or
(ii) b. the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will advise the City Authority promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public.
(d) D. The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A) (1i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, Underwriter and (2ii) to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter;,
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); , and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) E. The City Authority acknowledges that, in making the representations representation set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:and
Appears in 2 contracts
Samples: Purchase Contract, Forward Delivery Purchase Contract
Establishment of Issue Price. (a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) Issuer in establishing the issue price of the Bonds and shall execute and deliver to the City Issuer at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City Issuer and Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices Initial Offering Price (defined herein) to the public of the Bonds.
(b) Except as otherwise set forth in Schedule I attached hereto, the City The Issuer will treat the first price at which 10% of each maturity series of the Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturitysuch Bonds. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City Issuer the price or prices at which it the Underwriter has sold to the public each maturity of the Bonds. If If, at that time time, the 10% Test test has not been satisfied as to any maturity either series of the Bonds, the Underwriter agrees to promptly report to the City Issuer the prices at which it sells the Underwriter has sold the unsold Bonds of that maturity series to the public. That reporting obligation shall continue, whether or not the Closing Time has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the City or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bondsseries.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering PricePrices”) ), or at the corresponding yields, set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the Initial Offering Price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Hold-The-Offering-Price Rule”). So long as the Hold- The-Offering-Price Rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or
(ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public. The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public.
(d) The Underwriter confirms that:
(i) that any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
(A) (1) , to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter that either the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals series or otherwise upon request all Bonds of the Underwriter, and (2) to comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale series have been sold to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 2 contracts
Samples: Bond Purchase Agreement (Covanta Holding Corp), Bond Purchase Agreement (Covanta Holding Corp)
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City and Bond Counsel (as defined herein) in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City and Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority and the City under this Section 3 to establish the issue price of the Bonds may be taken on behalf of the Authority and the City by the City’s municipal advisor identified herein and any notice or report to be provided to the Authority and the City may be provided to the City’s municipal advisor.
(b) Except as otherwise set forth in Schedule I attached hereto, The Authority and the City will treat the first price at which 10% of each maturity of the Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Authority and the City the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority and the City the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals maturity or otherwise upon request until all Bonds of the City or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of have been sold to the Bondspublic.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Price”) set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the Initial Offering Price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Hold-The-Offering-Price Rule”). So long as the Hold- The-Offering-Price Rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or
(ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public. The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
(A) (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter or the dealer that either the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, maturity or all Bonds of that maturity have been sold to the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, public and (B) comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, in each case if and for so long as directed by the Underwriter or Underwriter. The Authority and the dealer and as set forth in the related pricing wires.
(e) The City acknowledges acknowledge that, in making the representations representation set forth in this sectionsubsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The Authority and the City further acknowledges acknowledge that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with regarding the requirements for establishing issue hold-the- offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if rule as applicable to the Bonds.
(fd) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this sectionSection 3. Further, for purposes of this sectionSection 3:
Appears in 2 contracts
Establishment of Issue Price. (a) A. The Underwriter agrees to assist the City and Bond Counsel (as defined herein) Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the City Community Facilities District at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AE, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City Community Facilities District and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Municipal Advisor and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
(b) B. Except as otherwise set forth in Schedule I Exhibit A attached hereto, the City Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date (as defined herein) has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds of that maturitymaturity or until all Bonds of that maturity have been sold to the public, provided that, that the Underwriter’s reporting obligation after the date of the Closing Time may be at reasonable periodic intervals or otherwise upon request of the City Community Facilities District or Bond Counsel. For purposes of this Section 3Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
(c) C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I Exhibit A attached hereto, except as otherwise set forth therein. Schedule I Exhibit A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test test has not been satisfied and for which the City Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City Community Facilities District to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe-Offeringoffering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i1) the close of the fifth (5th) business day after the sale date; or
(ii2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will advise the City Community Facilities District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public.
(d) D. The Underwriter confirms that:
(i1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(Aa) (1i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, that the reporting obligation after the date of the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2ii) to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, in each case if and for so long as directed by the Underwriter;,
(Bb) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); , and
(Cc) to acknowledge that, unless otherwise advised by the dealer or broker-broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii2) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, that the reporting obligation after the date of the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) E. The City Community Facilities District acknowledges that, in making the representations set forth in this sectionsubsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe- offering-Offering-Price Ruleprice rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City Community Facilities District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Rule, price rule if applicable to the Bonds.
(f) F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 2 contracts
Establishment of Issue Price. (a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) Town in establishing the issue price of the Refunding Bonds and shall execute and deliver to the City Town at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AAppendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City Town and Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Refunding Bonds. All actions to be taken by the Town under this section to establish the issue price of the Refunding Bonds may be taken on behalf of the Town by the Town’s municipal advisor identified herein and any notice or report to be provided to the Town may be provided to the Town’s municipal advisor.
(b) [Except as otherwise set forth in Schedule I Appendix A attached hereto, the City Town will treat the first price at which 10% of each maturity of the Refunding Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City Town the price or prices at which it has sold to the public each maturity of Bonds. [If at that time the 10% Test test has not been satisfied as to any maturity of the Refunding Bonds, the Underwriter agrees to promptly report to the City Town the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Refunding Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the City Town or Bond Counsel. .] For purposes of this Section 3Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Refunding Bonds.
(c) The shall apply only if the Underwriter confirms that it has offered agrees to apply the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering hold-the-offering- price or prices (the “Initial Offering Price”) set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forthrule, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the Initial Offering Price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Hold-The-Offering-Price Rule”). So long as the Hold- The-Offering-Price Rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or
(ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public. The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the publicdescribed below.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A) (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:]
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the City Community Facilities District at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City Community Facilities District and Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.
(b) Except as otherwise set forth in Schedule I Exhibit A attached hereto, the City Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% Testtest”) ), identified under the column “10% Test Satisfied” in Exhibit A, is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds of that maturitymaturity or until all Bonds of that maturity have been sold to the public, provided that, the Underwriter’s reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the City Community Facilities District or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I Exhibit A attached hereto, except as otherwise set forth therein. Schedule I Exhibit A also sets forth, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% Test test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the City Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City Community Facilities District to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe-Offeringoffering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering- price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) 1. the close of the fifth (5th) business day after the sale date; or
(ii) 2. the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will shall promptly advise the City promptly after the close of the fifth (5th) business day after the sale date whether Community Facilities District when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-broker- dealer that is a party to such third-party distribution agreement, as applicable:
(A) (1i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, Underwriter and (2ii) to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter;,
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); , and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City Community Facilities District acknowledges that, in making the representations representation set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:and
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) Authority in establishing the issue price of the Bonds and shall execute and deliver to the City Authority at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City Authority and Bond Special Counsel (hereinafter defined), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this section to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority’s municipal advisor identified herein and any notice or report to be provided to the Authority may be provided to the Authority’s municipal advisor.
(b) Except as otherwise set forth in Schedule I Exhibit B attached hereto, the City Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the City Authority or Bond Special Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I Exhibit B attached hereto, except as otherwise set forth therein. Schedule I Exhibit B also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test test has not been satisfied and for which the City Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City Authority to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe- offering-Offering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i1) the close of the fifth (5th) business day after the sale date; or
(ii2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will advise the City Authority promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A) (1i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:and
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. The Underwriter agrees to make a bona fide public offering of all the Bonds at the initial public offering prices or yields to be set forth on the inside cover page of the Official Statement and Appendix A hereto.
(a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) District in establishing the issue price of the Series A Bonds and shall execute and deliver to the City District at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AAppendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City District and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series A Bonds. All actions to be taken by the District under this section to establish the issue price of the Series A Bonds may be taken on behalf of the District by the District’s Municipal Advisor and any notice or report to be provided to the District may be provided to the District’s Municipal Advisor.
(b) Except as otherwise set forth in Schedule I Appendix A attached hereto, the City District will treat the first price at which 10% of each maturity of the Series A Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase AgreementContract, the Underwriter shall report to the City District the price or prices at which it has sold to the public each maturity of Series A Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Series A Bonds, the Underwriter agrees to promptly report to the City District the prices at which it sells the unsold Series A Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Series A Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals maturity or otherwise upon request until all Series A Bonds of the City or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of have been sold to the Bondspublic.
(c) The Underwriter confirms that it has offered the Series A Bonds to the public on or before the date of this Bond Purchase Agreement Contract at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I Appendix A attached hereto, except as otherwise set forth therein. Schedule I Appendix A also sets forth, as of the date of this Bond Purchase AgreementContract, the maturities, if any, of the Series A Bonds for which the 10% Test test has not been satisfied and for which the City District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City District to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe-Offeringoffering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the Series A Bonds, the Underwriter will neither offer nor sell unsold Series A Bonds of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i1) the close of the fifth (5th) business day after the sale date; or
(ii2) the date on which the Underwriter has sold at least 10% of that maturity of the Series A Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will shall promptly advise the City promptly after District when it has sold 10% of that maturity of the Series A Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the publicdate.
(d) The Underwriter confirms that:
(i) that any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Series A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
(A) , to (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Series A Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter or the dealer that either the 10% Test test has been satisfied as to the Series A Bonds of that maturity, provided that, maturity or all Series A Bonds of that maturity have been sold to the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, public and (B2) comply with the Holdhold-Thethe- offering-Offering-Price Ruleprice rule, if applicable, in each case if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) Underwriter. The City District acknowledges that, in making the representations representation set forth in this sectionsubsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Series A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Series A Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds.
(fe) The Underwriter acknowledges that sales of any Series A Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Purchase Contract
Establishment of Issue Price. (a) A. The Underwriter agrees to assist the City and Bond Counsel (as defined herein) Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the City Community Facilities District at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City Community Facilities District and Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Community Facilities District under this section to establish the issue price of the Bonds may be taken on behalf of the Community Facilities District by the Community Facilities District’s Municipal Advisor identified herein and any notice or report to be provided to the Community Facilities District may be provided to the Community Facilities District’s Municipal Advisor.
(b) B. Except as otherwise set forth in Schedule I Exhibit A attached hereto, the City Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% Testtest”) ), identified under the column “10% Test Used” in Exhibit A, is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals maturity or otherwise upon request until all Bonds of the City or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of have been sold to the Bondspublic.
(c) C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I Exhibit A attached hereto, except as otherwise set forth therein. Schedule I Exhibit A also sets forth, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% Test test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the City Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City Community Facilities District to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe-Offeringoffering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i1) the close of the fifth (5th) business day after the sale date; or
(ii2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will shall promptly advise the City promptly after the close of the fifth (5th) business day after the sale date whether Community Facilities District when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
(d) D. The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A) (1i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and Underwriter and
(2ii) to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:,
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) A. The Underwriter agrees to assist the City and Bond Counsel (as defined herein) Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the City Community Facilities District at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City Community Facilities District and Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.
(b) B. Except as otherwise set forth in Schedule I Exhibit A attached hereto, the City Community Facilities District will treat the first price at which 10% of each maturity of the Bonds (the “10% Testtest”) ), identified under the column “10% Test Satisfied” in Exhibit A, is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City Community Facilities District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City Community Facilities District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals maturity or otherwise upon request until all Bonds of the City or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of have been sold to the Bondspublic.
(c) C. The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I Exhibit A attached hereto, except as otherwise set forth therein. Schedule I Exhibit A also sets forth, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% Test test has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the City Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City Community Facilities District to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe-Offering-Price Ruleoffering- price rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i1) the close of the fifth (5th) business day after the sale date; or
(ii2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will shall promptly advise the City promptly after the close of the fifth (5th) business day after the sale date whether Community Facilities District when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
(d) D. The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A) (1i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and Underwriter and
(2ii) to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:,
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) Authority in establishing the issue price of the Bonds and shall execute and deliver to the City Authority at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City Authority and Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this section to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority’s municipal advisor identified herein and any notice or report to be provided to the Authority may be provided to the Authority’s municipal advisor.
(b) Except as otherwise set forth in Schedule I attached hereto, the City The Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals maturity or otherwise upon request until all Bonds of the City or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of have been sold to the Bondspublic.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Price”) set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the Initial Offering Price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Hold-The-Offering-Price Rule”). So long as the Hold- The-Offering-Price Rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or
(ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public. The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
(A) (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter or the dealer that either the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, maturity or all Bonds of that maturity have been sold to the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, public and (B) comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, in each case if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) Underwriter. The City Authority acknowledges that, in making the representations representation set forth in this sectionsubsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue hold-the- offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The City Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with regarding the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if rule as applicable to the Bonds.
(fd) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the City District and Bond Counsel (as defined herein) in establishing the issue price of the Series 2021A Bonds and shall execute and deliver to the City District at Closing (as defined herein) an “issue price” or similar certificatethe Underwriter’s Receipt for Bonds and Closing Certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City District and Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2021A Bonds.
(b) Except as otherwise set forth in Schedule I attached hereto, the City District will treat the first price at which 10% of each maturity of the Series 2021A Bonds (the “10% Test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City District the price or prices at which it has sold to the public each maturity of Series 2021A Bonds. If at that time the 10% Test has not been satisfied as to any maturity of the Series 2021A Bonds, the Underwriter agrees to promptly report to the City District the prices at which it sells the unsold Series 2021A Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time has occurred, until either either
(i) the Underwriter has sold all Series 2021A Bonds of that maturity or (ii) the 10% Test has been satisfied as to the Series 2021A Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the City District or Bond Counsel. For purposes of this Section 3Section, if Series 2021A Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Series 2021A Bonds.
(c) The Underwriter confirms that it has offered the Series 2021A Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Price”) set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Series 2021A Bonds for which the 10% Test has not been satisfied and for which the City District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City District to treat the Initial Offering Price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Hold-The-Offering-Price Rule”). So long as the Hold- Hold-The-Offering-Price Rule remains applicable to any maturity of the Series 2021A Bonds, the Underwriter will neither offer nor sell unsold Series 2021A Bonds of that maturity to any person at a price that is higher than the Initial Offering Price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or
(ii) the date on which the Underwriter has sold at least 10% of that maturity of the Series 2021A Bonds to the public at a price that is no higher than the Initial Offering Price to the public. The Underwriter will advise the City District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Series 2021A Bonds to the public at a price that is no higher than the Initial Offering Price to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-third party distribution agreement relating to the initial sale of the Series 2021A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-third party distribution agreement, as applicable:
applicable (A) (1A)(i) to report the prices at which it sells to the public the unsold Series 2021A Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Series 2021A Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Series 2021A Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, Underwriter and (2ii) to comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter;
, (B) to promptly notify the Underwriter of any sales of Series 2021A Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Series 2021A Bonds to the public (each such term being used as defined below); and
, and (C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Series 2021A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Series 2021A Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to to
(A) report the prices at which it sells to the public the unsold Series 2021A Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Series 2021A Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test has been satisfied as to the Series 2021A Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and and
(B) comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City District acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Series 2021A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Series 2021A Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Series 2021A Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Series 2021A Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Series 2021A Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Series 2021A Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Series 2021A Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, Rule if applicable to the Series 2021A Bonds.
(f) The Underwriter acknowledges that sales of any Series 2021A Bonds to any person that is a related party to an underwriter participating in the initial sale of the Series 2021A Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) District in establishing the issue price of the Bonds and shall execute and deliver to the City District at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AAppendix C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City District and Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the District under this Section to establish the issue price of the Bonds may be taken on behalf of the District by Xxxxxxxxx XxXxxxxx Xxxxx & Co. LLC, the District’s municipal advisor, and any notice or report to be provided to the District may be provided to the District’s municipal advisor.
(b) Except as otherwise set forth in Schedule I Appendix A attached hereto, the City District will treat the first price (meaning single) at which 10% of each maturity of the Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase AgreementContract, the Underwriter shall report to the City District the price or prices at which it the Underwriter has sold to the public each maturity of the Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City District the prices at which it the Underwriter sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either either
(i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the City District or Bond Counsel. For purposes of this Section 3Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement Contract at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I Appendix A attached hereto, except as otherwise set forth therein. Schedule I Appendix A also sets forth, as of the date of this Bond Purchase AgreementContract, the maturities, if any, of the Bonds for which the Underwriter represents that (A) the 10% Test test has been satisfied (assuming orders are confirmed by the end of the day immediately following the day of execution of this Purchase Contract) and (B) the 10% test has not been satisfied and for which the City District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City District to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe-Offeringoffering-Price Ruleprice rule”). So long as the Hold- Thehold- the-Offeringoffering-Price Rule price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or
(ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will advise the City District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A) (1) to report the prices at which it sells they sell to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Holdhold-Thethe-Offering-Price Ruleoffering- price rule, if applicable, if and for so long as directed by the Underwriter;,
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); , and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any Any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the Bonds.
(fe) The District acknowledges that, in making the representations set forth in this Section, the Underwriter acknowledges that sales of any Bonds to any person that is will rely on (i) in the event a related party to an underwriter participating selling group has been created in connection with the initial sale of the Bonds to the public (public, the agreement of each such term being used as defined below) shall dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not constitute sales limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the public for purposes of this section. FurtherBonds, for purposes of this section:as set forth in a selling group agreement and the related pricing wires, and
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) District in establishing the issue price of the Refunding Bonds and shall execute and deliver to the City District at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AAppendix C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City District and Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Refunding Bonds. All actions to be taken by the District under this Section to establish the issue price of the Refunding Bonds may be taken on behalf of the District by Xxxxxxxxx XxXxxxxx Xxxxx & Co. LLC, the District’s municipal advisor, and any notice or report to be provided to the District may be provided to the District’s municipal advisor.
(b) Except as otherwise set forth in Schedule I Appendix A attached hereto, the City District will treat the first price (meaning single) at which 10% of each maturity of the Refunding Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase AgreementContract, the Underwriter shall report to the City District the price or prices at which it the Underwriter has sold to the public each maturity of the Refunding Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Refunding Bonds, the Underwriter agrees to promptly report to the City District the prices at which it the Underwriter sells the unsold Refunding Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all Refunding Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Refunding Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the City District or Bond Counsel. For purposes of this Section 3Section, if the Refunding Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Refunding Bonds.
(c) The Underwriter confirms that it has offered the Refunding Bonds to the public on or before the date of this Bond Purchase Agreement Contract at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I Appendix A attached hereto, except as otherwise set forth therein. Schedule I Appendix A also sets forth, as of the date of this Bond Purchase AgreementContract, the maturities, if any, of the Refunding Bonds for which the Underwriter represents that (A) the 10% Test test has been satisfied (assuming orders are confirmed by the end of the day immediately following the day of execution of this Purchase Contract) and (B) the 10% test has not been satisfied and for which the City District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City District to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe- offering-Offering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the Refunding Bonds, the Underwriter will neither offer nor sell unsold Refunding Bonds of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or
(ii) the date on which the Underwriter has sold at least 10% of that maturity of the Refunding Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will advise the City District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Refunding Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Refunding Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A) (1) to report the prices at which it sells they sell to the public the unsold Refunding Bonds of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Refunding Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test test has been satisfied as to the Refunding Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter;,
(B) to promptly notify the Underwriter of any sales of Refunding Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Refunding Bonds to the public (each such term being used as defined below); , and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any Any selling group agreement relating to the initial sale of the Refunding Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Refunding Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Refunding Bonds of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Refunding Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test test has been satisfied as to the Refunding Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Refunding Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the Refunding Bonds.
(e) The District acknowledges that, in making the representations set forth in this Section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Refunding Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Refunding Bonds, including, but not limited to, its agreement to comply with the hold-the-offering- price rule, if applicable to the Refunding Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Refunding Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Refunding Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Refunding Bonds, as set forth in the third-party distribution agreement and the related pricing wires.
(f) The Underwriter acknowledges that sales of any Refunding Bonds to any person that is a related party to an underwriter participating in the initial sale of the Refunding Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this sectionSection. Further, for purposes of this sectionSection:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. The Underwriter agrees to make a bona fide public offering of all the Certificates at the initial public offering prices or yields to be set forth on the inside front cover of the Official Statement and in Exhibit C attached hereto. Subsequent to such initial public offering, and subject to the provisions of this Section 8, the Underwriter reserves the right to change such initial public offering prices or yields as it deems necessary in connection with the marketing of the Certificates. The Certificates may be offered and sold to certain dealers at prices lower than such initial public offering prices. The Underwriter reserves the right to: (i) over-allot or effect transactions which stabilize or maintain the market price of the Certificates at levels above those that might otherwise prevail in the open market; and (ii) discontinue such stabilizing, if commenced, at any time without prior notice.
(a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) District in establishing the issue price of the Bonds Certificates and shall execute and deliver to the City District at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AD, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City District and Bond Counsel Special Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the BondsCertificates. All actions to be taken by the District under this section to establish the issue price of the Certificates may be taken on behalf of the District by the District’s municipal advisor identified herein and any notice or report to be provided to the District may be provided to the District’s municipal advisor.
(b) Except as otherwise set forth in Schedule I Exhibit C attached hereto, the City District will treat the first price at which 10% of each maturity of the Bonds Certificates (the “10% Testtest”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase AgreementContract, the Underwriter shall report to the City District the price or prices at which it has sold to the public each maturity of BondsCertificates. If at that time the 10% Test test has not been satisfied as to any maturity of the BondsCertificates, the Underwriter agrees agree to promptly report to the City District the prices at which it sells the unsold Bonds Certificates of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all Bonds Certificates of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds Certificates of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the City District or Bond Special Counsel. For purposes of this Section 3Section, if Bonds Certificates mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the BondsCertificates.
(c) The Underwriter confirms that it has offered the Bonds Certificates to the public on or before the date of this Bond Purchase Agreement Contract at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I Exhibit C attached hereto, except as otherwise set forth therein. Schedule I Exhibit C also sets forth, as of the date of this Bond Purchase AgreementContract, the maturities, if any, of the Bonds Certificates for which the 10% Test test has not been satisfied and for which the City District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City District to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe-Offeringoffering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the BondsCertificates, the Underwriter will neither offer nor sell unsold Bonds Certificates of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i1) the close of the fifth (5th) business day after the sale date; or
(ii2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds Certificates to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will advise the City District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds Certificates to the public at a price that is no higher than the Initial Offering Price initial offering price to the public.
(d) The Underwriter confirms that:
(i1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds Certificates to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A) (1i) to report the prices at which it sells to the public the unsold Bonds Certificates of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Bonds Certificates of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test test has been satisfied as to the Bonds Certificates of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2ii) to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter;,
(B) to promptly notify the Underwriter of any sales of Bonds Certificates that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds Certificates to the public (each such term being used as defined below); , and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii2) any selling group agreement relating to the initial sale of the Bonds Certificates to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds Certificates to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds Certificates of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Bonds Certificates of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test test has been satisfied as to the Bonds Certificates of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City District acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds Certificates to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the BondsCertificates, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the BondsCertificates, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds Certificates to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the BondsCertificates, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the BondsCertificates, as set forth in the third-party distribution agreement and the related pricing wires. The City District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the BondsCertificates, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the BondsCertificates.
(f) The Underwriter acknowledges that sales of any Bonds Certificates to any person that is a related party to an underwriter Underwriter participating in the initial sale of the Bonds Certificates to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Purchase Contract
Establishment of Issue Price. (a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) Issuer in establishing the issue price of the Bonds Obligations and shall execute and deliver to the City Issuer at Closing (as defined herein) an “issue price” or similar certificate, substantially in the form of Exhibit A attached hereto, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the City Issuer and Bond Counsel Special Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the BondsObligations. [All actions to be taken by the Issuer under this section to establish the issue price of the Obligations may be taken on behalf of the Issuer by the Issuer’s municipal advisor identified herein and any notice or report to be provided to the Issuer may be provided to the Issuer’s municipal advisor.]
(b) [Except as otherwise for the maturities set forth in the Schedule I attached hereto, ,] the City Issuer represents that it will treat the first price at which 10% of each maturity of the Bonds Obligations (the “10% Test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Obligation Purchase Agreement, the Underwriter shall report to the City Issuer the price or prices at which it the Underwriter has sold to the public each maturity of BondsObligations. [If at that time the 10% Test test has not been satisfied as to any maturity of the BondsObligations, the Underwriter agrees to promptly report to the City Issuer the prices at which it sells the unsold Bonds Obligations of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all Bonds Obligations of that maturity have been sold or (ii) the 10% Test test has been satisfied as to the Bonds Obligations of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the City Underwriter, the Issuer or Bond Special Counsel. .] For purposes of this Section 3Section, if Bonds Obligations mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the BondsObligations.
(c) The Underwriter confirms that it the Underwriter has offered the Bonds Obligations to the public on or before the date of this Bond Obligation Purchase Agreement at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in the Schedule I attached hereto, except as otherwise set forth therein. The Schedule I attached hereto also sets forth, as of the date of this Bond Obligation Purchase Agreement, the maturities, if any, of the Bonds Obligations for which the 10% Test has not been satisfied and for which the City Issuer and the Underwriter agree agrees that the restrictions set forth in the next sentence shall apply, which will allow the City Issuer to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe-Offeringoffering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the BondsObligations, the Underwriter will neither offer nor sell unsold Bonds Obligations of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or
(ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds Obligations to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. .] The Underwriter will advise the City Issuer promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds Obligations to the public at a price that is no higher than the Initial Offering Price initial offering price to the public.
. [(d) c)][(d)] The Underwriter confirms that:
(i) any selling group agreement and any each third-party distribution agreement relating to the initial sale of the Bonds Obligations to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A) (1i) to report the prices at which it sells to the public the unsold Bonds Obligations of each maturity allocated to it, whether or not the Closing Time has occurred, it until either all Bonds Obligations of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds Obligations of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2ii) to comply with the Holdhold- the-Theoffering-Offering-Price Ruleprice rule, if applicable, in each case if and for so long as directed by the Underwriter;,
(B) to promptly notify the Underwriter of any sales of Bonds Obligations that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds Obligations to the public (each such term being used as defined below); , and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds Obligations to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds Obligations to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds Obligations of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Bonds Obligations of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test has been satisfied as to the Bonds Obligations of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:and
Appears in 1 contract
Samples: Obligation Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) Authority in establishing the issue price of the Bonds and shall execute and deliver to the City Authority at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AG, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City Authority and Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Authority under this section to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority’s municipal advisor identified herein and any notice or report to be provided to the Authority may be provided to the Authority’s municipal advisor.
(b) Except as otherwise set forth in Schedule I attached hereto, the City The Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals maturity or otherwise upon request until all Bonds of the City or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of have been sold to the Bondspublic.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Price”) set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the Initial Offering Price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Hold-The-Offering-Price Rule”). So long as the Hold- The-Offering-Price Rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or
(ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public. The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
(A) (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter or the dealer that either the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, maturity or all Bonds of that maturity have been sold to the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, public and (B) comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, in each case if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) Underwriter. The City Authority acknowledges that, in making the representations representation set forth in this sectionsubsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The City Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to comply with the requirements Bonds. For clarity, and notwithstanding any other condition to Closing set forth in this Purchase Agreement, the sale of 10% of each maturity of the Bonds to the public prior to the Closing Date shall not be a condition to Closing.
(d) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for establishing which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed immediately after the execution of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, including, but not limited to, its agreement the Underwriter will neither offer nor sell unsold Bonds of that maturity to comply with any person at a price that is higher than the Hold-The-Offering-Price Ruleinitial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter shall promptly advise the Authority when it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public, if applicable that occurs prior to the Bondsclose of the fifth (5th) business day after the sale date.
(fe) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. The Underwriter agrees to make an initial public offering of all of the Certificates at the public offering prices (aor yields) set forth on Exhibit G attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as the Underwriter deems necessary in connection with the marketing of the Certificates, provided that the Underwriter shall not change the interest rates set forth on Exhibit G. The Certificates may be offered and sold to certain dealers at prices lower than such initial public offering prices. The Underwriter agrees to assist the City and Bond Counsel (as defined herein) County in establishing the issue price of the Bonds Certificates and shall execute and deliver to the City County at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AH, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City County and Bond Counsel Special Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.
(b) Certificates. All actions to be taken by the County under this Section to establish the issue price of the Certificates may be taken on behalf of the County by the County’s municipal advisor identified herein and any notice or report to be provided to the County may be provided to the County’s municipal advisor. Certain terms used in this Section are defined below. [Except as otherwise set forth in Schedule I Exhibit G attached hereto, ,] the City County will treat the first price at which 10% of each maturity of the Bonds Certificates (the “10% Test”) ), identified under the column “10% Test Used” in Exhibit G, is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% Test). At or promptly after the execution of this Bond Purchase AgreementContract, the Underwriter shall report to the City County the price or prices at which it has sold to the public each maturity of BondsCertificates. [If at that time the 10% Test has not been satisfied as to any maturity of the Bonds, Certificates,] the Underwriter agrees to promptly report to the City County the prices at which it sells the unsold Bonds Certificates of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test has been satisfied as to the Bonds Certificates of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals maturity or otherwise upon request until all Certificates of the City or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of have been sold to the Bonds.
(c) public. The Underwriter confirms that it has offered the Bonds Certificates to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I Exhibit G attached hereto, except as otherwise set forth therein. Schedule I Exhibit G also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds Certificates for which the 10% Test has not been satisfied and for which the City County and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City County to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe-Offeringoffering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the BondsCertificates, the Underwriter will neither offer nor sell unsold Bonds Certificates of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i1) the close of the fifth (5th) business day after the sale date; or
(ii2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds Certificates to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will shall promptly advise the City promptly after County when it has sold 10% of that maturity of the Certificates to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public.
(d) date. The Underwriter confirms that:
(i) that any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds Certificates to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
(A) , to (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds Certificates of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter or the dealer that either the 10% Test has been satisfied as to the Bonds applicable Certificates of that maturity, provided that, maturity or all such Certificates of that maturity have been sold to the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, public and (B2) comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, in each case if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) Underwriter. The City County acknowledges that, in making the representations representation set forth in this sectionparagraph, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds Certificates to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds Certificates to the public, the agreement of each broker-broker- dealer that is a party to such agreement to comply with the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds Certificates to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this sectionSection. Further, for purposes of this sectionSection:
Appears in 1 contract
Samples: Certificate Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) Successor Agency in establishing the issue price of the 2017A Bonds and shall execute and deliver to the City at Successor Agency on the Closing (as defined herein) Date an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, certificate substantially in the form attached hereto as Exhibit AB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City Successor Agency and Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the 2017A Bonds.
(b) [Except as otherwise set forth in Schedule I 1 attached hereto, to Exhibit B,] the City Successor Agency will treat the first price at which 10% of each maturity of the 2017A Bonds (the “10% Test”test” [see drafter’s note below]) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report each separate CUSIP number within that maturity will be subject to the City the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test test). If the 10% test has not been satisfied as to any maturity of the 2017A Bonds, the Underwriter agrees to promptly report to the City Successor Agency or to the Successor Agency’s municipal advisor the prices at which it sells the unsold 2017A Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the 2017A Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals maturity or otherwise upon request until all 2017A Bonds of the City or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bondshave been sold.
(c) The Underwriter confirms that it has offered the Bonds Schedule 1 attached to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Price”) set Exhibit B sets forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the 2017A Bonds for which the 10% Test test has not been satisfied and for which the City Successor Agency and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City Successor Agency to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe-Offeringoffering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the 2017A Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or
(ii) the date on which the Underwriter has sold at least 10% of that maturity of the 2017A Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will shall promptly advise the City promptly after Successor Agency or the Successor Agency’s municipal advisor when it has sold 10% of that maturity of the 2017A Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the publicdate.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A) (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any 2017A Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:Section
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to Together with the other Underwriters participating in the Account, you shall assist the City and Bond Counsel (as defined herein) us in establishing the issue price of the Bonds Securities, including providing such information and shall execute and deliver certifications regarding sales of the Securities (including sales to any person that is a “related party” to an “underwriter” participating in the initial sale of the Securities to the City at Closing (“public”, each such term being used as defined hereinbelow) an “issue price” or similar certificateas we may request from time to time. Unless otherwise notified by us, together with you shall assume that the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.
(b) Except as otherwise set forth in Schedule I attached hereto, the City Issuer will treat the first price at which 10% of each maturity of the Bonds Securities (the “10% Testtest”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the BondsSecurities, the Underwriter agrees you agree to promptly report to the City us the prices at which it sells you sell the unsold Bonds Securities of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has you have sold all Bonds Securities of that maturity allocated to you or (ii) we advise you that the 10% Test test has been satisfied as to the Bonds Securities of that maturity, provided that, the Underwriter’s your reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the City or Bond Counselour request. For purposes of this Section 3Section, if Bonds Securities mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(c) The Underwriter confirms that it has offered the Bonds Securities. We shall notify you, in one or more Pricing Wires at or prior to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Price”) set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as time of the date of this Bond Purchase Agreement, Pricing Wire allocating the maturitiesSecurities, if any, of the Bonds for which the 10% Test test has not been satisfied as to any maturity of the Securities and for which whether we have agreed, on behalf of the City and Underwriters participating in the Underwriter agree that Account, to accept the restrictions set forth in the next sentence shall applysentence, which will allow the City Issuer to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date of that maturity as the issue price of that maturity (the “Holdhold-Thethe-Offeringoffering-Price Ruleprice rule”). So long as In the Hold- Theevent that the hold-Offeringthe-Price Rule remains offering-price rule shall be applicable to any maturity of the BondsSecurities, you agree that, so long as the Underwriter hold-the-offering-price rule remains applicable to that maturity, you will neither offer nor sell unsold Bonds Securities of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) : the close of the fifth (5th) business day after the sale date; or
(ii) or the date on which we have notified the Underwriter Underwriters that the Account has sold at least 10% of that maturity of the Bonds Securities to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of You acknowledge that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A) (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may you shall be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Hold-The-Offering-Price Rule, if applicable, if and solely liable for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group your failure to comply with the requirements for establishing issue price of the Bondsthis Section VI, including, but not limited to, its your agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) Securities. Notwithstanding any provisions in the event that a third-party distribution agreement was employed Purchase Contract relating to liability of the Account to the Issuer in connection with the initial sale establishment of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the BondsSecurities, as set forth among the Underwriters participating in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Account, no Underwriter shall not be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with regarding the requirements for establishing establishment of the issue price of the BondsSecurities, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the Bonds.Securities. In the event that the Account, or any one or more Underwriters participating in the Account, become liable or make any payment to the Issuer under the Purchase Contract as a result of the failure of any Underwriter, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its agreement regarding the establishment of the issue price of the Securities, the Underwriter that has failed to comply, or the Underwriter that is party to such third-party distribution agreement, shall indemnify the other Underwriters participating in the Account for any such liability or payment, in accordance with Section VIII.B of this Master Agreement. In the event that a selling group is created in connection with the initial sale of the Securities to the public, we agree that the Selling Group Agreement shall contain the agreement of each dealer who is a member of the selling group:
(fA) The Underwriter acknowledges (i) to report the prices at which it sells to the public the unsold Securities of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Securities of that maturity allocated to it have been sold or it is notified by us that the 10% test has been satisfied as to the Securities of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon our request, and (ii) to comply with the hold-the-offering-price rule, if and for so long as directed by us and as set forth in the related Pricing Wires,
(B) to promptly notify us of any sales of Securities that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Securities to the public (each such term being used as defined below), and
(C) that any third-party distribution agreement that is employed by such dealer in connection with the initial sale of the Securities to the public shall contain (a) the agreement of each broker-dealer who is a party to that third-party distribution agreement to (i) report the prices at which it sells to the public the unsold Securities of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Securities of that maturity allocated to it have been sold or it is notified by us or the dealer that the 10% test has been satisfied as to the Securities of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request by us or the dealer, (ii) comply with the hold-the-offering-price rule, if and for so long as directed by us or the dealer and as set forth in the related Pricing Wires, and (iii) promptly notify us or the dealer of any sales of Securities that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Securities to the public (each such term being used as defined below), and (b) the acknowledgement that, unless otherwise advised by the broker-dealer, we shall assume that each order submitted by the broker-dealer is a sale to the public. Each Selling Group Agreement also shall contain an acknowledgement by the dealer that, unless otherwise advised by the dealer, we shall assume that each order submitted by the dealer is a sale to the public. If you are a party to a third-party distribution agreement that is employed in connection with the initial sale of the Securities to the public, you agree that the third-party distribution agreement shall contain the agreement of each broker-dealer who is a party to the third-party distribution agreement to:
(A) (i) report the prices at which it sells to the public the unsold Securities of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Securities of that maturity allocated to it have been sold or it is notified by us or you that the 10% test has been satisfied as to the Securities of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon our or your request, and (ii) comply with the hold-the-offering-price rule, if and for so long as directed by us or you and as set forth in the related Pricing Wires, and
(B) promptly notify us or the underwriter that is party to the agreement of any sales of Securities that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Securities to the public (each such term being used as defined below). Each third-party distribution agreement also shall contain an acknowledgement by the broker-dealer that, unless otherwise advised by the broker-dealer, we shall assume that each order submitted by the broker-dealer is a sale to the public. If the hold-the-offering price rule shall be applicable to any maturity of the Securities, we shall advise the Underwriters participating in the Account in one or more Pricing Wires of:
(1) the maturity date and CUSIP number of that maturity; and
(2) the date and time when the 10% test has been satisfied for that maturity, if such date occurs sooner than the close of business on the fifth (5th) business day after the sale date. You acknowledge that sales of any Bonds Securities to any person that is a related party to an underwriter participating in the initial sale of the Bonds Securities to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. FurtherYou agree to promptly notify us of any sales of Securities by you (or by any participant in a third-party distribution network that you have established) that, to your knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Securities to the public. You acknowledge that, unless otherwise advised by you, we shall assume that each order submitted by you (or by any participant in a third-party distribution network that you have established) is a sale to the public. You agree to provide to us, upon our request, a current listing of your related parties that could reasonably be expected to purchase Securities in primary offerings subject to this Agreement. You further agree to promptly notify us of any failure on your part, or, to your knowledge, on the part of any participant in a third-party distribution network that you have established, to comply with the requirements for establishing issue price of the Securities as set forth in this section. Unless otherwise advised by you, we shall assume that you, and each participant in a third-party distribution network that you have established, have complied with such requirements for establishing issue price of the Securities. For purposes of this section:
Appears in 1 contract
Samples: Master Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) District in establishing the issue price of the Refunding Bonds and shall execute and deliver to the City District at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City District and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Refunding Bonds. All actions to be taken by the District under this section to establish the issue price of the Refunding Bonds may be taken on behalf of the District by the District’s municipal advisor, KNN Public Finance (the “Municipal Advisor”), and any notice or report to be provided to the District may be provided to the District’s Municipal Advisor.
(b) Except as otherwise set forth in Schedule I Exhibit A attached hereto, the City District will treat the first price (meaning single) at which 10% of each maturity of the Refunding Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City District the price or prices at which it has sold to the public each maturity of Refunding Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Refunding Bonds, unless the hold-the-offering price rule (described below) applies, the Underwriter agrees to promptly report to the City District the prices at which it sells the unsold Refunding Bonds of that maturity to the public. That Unless the hold-the-offering-price rule (described below) applies, that reporting obligation shall continue, whether or not the date of Closing Time (as defined herein) has occurred, until either (i) the Underwriter has sold all Refunding Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Refunding Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the date of Closing Time may be at reasonable periodic intervals or otherwise upon request of the City District or Bond CounselCounsel (as defined herein). For purposes of this Section 3Section, if Refunding Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Refunding Bonds.
(c) The Underwriter confirms that it has offered the Refunding Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I Exhibit A attached hereto, except as otherwise set forth therein. Schedule I Exhibit A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Refunding Bonds for which the Underwriter represents that (i) the 10% Test test has been satisfied (assuming orders are confirmed by the end of the day immediately following the day of execution of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the City District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City District to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe- offering-Offering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the Refunding Bonds, the Underwriter will neither offer nor sell unsold Refunding Bonds of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i1) the close of the fifth (5th) business day after the sale date; or
(ii2) the date on which the Underwriter has sold at least 10% of that maturity of the Refunding Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will advise the City District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Refunding Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public.
(d) The Underwriter confirms that:
(i1) unless the hold-the-offering price rule applies to a maturity, any selling group agreement and any third-party distribution agreement relating to the initial sale of the Refunding Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(Ai) (1A) to report the prices at which it sells to the public the unsold Refunding Bonds of each maturity allocated to it, whether or not the date of Closing Time has occurred, until either all Refunding Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test test has been satisfied as to the Refunding Bonds of that maturity, provided that, the reporting obligation after the date of Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2B) to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter;,
(Bii) to promptly notify the Underwriter of any sales of Refunding Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Refunding Bonds to the public (each such term being used as defined below); , and
(Ciii) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii2) any selling group agreement relating to the initial sale of the Refunding Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Refunding Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) unless the hold-the-offering price rule applies to a maturity, report the prices at which it sells to the public the unsold Refunding Bonds of each maturity allocated to it, whether or not the date of Closing Time has occurred, until either all Refunding Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test test has been satisfied as to the Refunding Bonds of that maturity, provided that, the reporting obligation after the date of Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City District acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Refunding Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Refunding Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe- offering-Offering-Price Ruleprice rule, if applicable to the Refunding Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Refunding Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Refunding Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the Refunding Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Refunding Bonds to any person that is a related party to an underwriter participating in the initial sale of the Refunding Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) District in establishing the issue price of the Bonds and shall execute and deliver to the City District at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AAppendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City District and Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.. As applicable, all actions to be taken by the District under this section to establish the issue price of the Bonds may be taken on behalf of the District by Xxxxxxxx, Xxxxxx & Associates, Inc., as the District’s municipal advisor (“Municipal Advisor”), and any notice or report to be provided to the District may be provided to the Municipal Advisor
(b) Except as otherwise set forth in Schedule I Appendix A attached hereto, the City District will treat the first price at which 10% of each maturity of the Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the City District or Bond Counsel. For purposes of this Section 3Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I Appendix A attached hereto, except as otherwise set forth therein. Schedule I Appendix A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test test has not been satisfied and for which the City District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City District to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe-Offeringoffering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering- price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i1) the close of the fifth (5th) business day after the sale date; or
(ii2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will advise the City District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A) (1i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2ii) to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter;,
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); , and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City District acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe- offering-Offering-Price Ruleprice rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the Bonds, as set forth in the third-third- party distribution agreement and the related pricing wires. The City District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. [If competitive bid rule is satisfied on sale day:]
(a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) District in establishing the issue price of the Bonds and shall execute and deliver to the City District at the Closing (as defined herein) Time an “issue priceprice certificate” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City District, and bond counsel. All actions to be taken by the District under this section to establish the issue price of the Bonds may be taken on behalf of the District by the District’s municipal advisor, Government Financial Strategies inc. (the “Municipal Advisor”) and any notice or report to be provided to the District may be provided to the Municipal Advisor.
(b) The District intends that the provisions of Treasury Regulations Section 1.148-1(f)(3)(i) (defining “competitive sale” for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds (the “competitive sale requirements”) because:
i. the District disseminated a draft of this Bond Counsel Purchase Agreement, along with other terms and conditions related to accurately reflectthe sale (the “bond sale materials”), to potential underwriters in a manner that was reasonably designed to reach potential underwriters;
ii. all bidders had an equal opportunity to bid;
iii. the District received bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and
iv. the District is awarding the sale of the Bonds to the Underwriter based upon its firm offer to purchase the Bonds at the lowest true interest cost, as applicable, set forth in the bond sale materials.
(c) The Underwriter represents that its bid was prepared on the assumption that the issue price of the Bonds will be the reasonably expected initial offering price to the public. [If competitive bid rule is not satisfied on sale day; apply 10% / hold-the-price rule:]
(a) The Underwriter agrees to assist the District in establishing the issue price of the Bonds and shall execute and deliver to the District at the Closing Time an “issue price certificate” or similar certificate setting forth the reasonably expected initial offering price to the public or the sales price or prices or the initial offering price or prices to the public of the Bonds, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the District, and bond counsel. All actions to be taken by the District under this section to establish the issue price of the Bonds may be taken on behalf of the District by the District’s municipal advisor, Government Financial Strategies inc. (the “Municipal Advisor”) and any notice or report to be provided to the District may be provided to the Municipal Advisor.
(b) Except as otherwise set forth in Schedule I Exhibit A attached hereto, the City will District shall treat the first price at which 10% of each maturity of the Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City District the price or prices at which it has sold to the public each maturity of the Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either either
(i) the Underwriter has sold all the Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the City District or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bondsbond counsel.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I Exhibit A attached hereto, except as otherwise set forth therein. Schedule I Exhibit A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test test has not been satisfied and for which the City District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City District to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe- offering-Offering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) i. the close of the fifth (5th) business day Business Day after the sale date; or
(ii) . the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will advise the City District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public.
(d) The Underwriter confirms that:
(i) i. any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A1) (1A) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2B) to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter;
(B2) to promptly notify the Underwriter of any sales of the Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); , and
(C3) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-broker- dealer is a sale to the public.
(ii) . any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A1) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B2) comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City District acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this sectionSection 5:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) Successor Agency in establishing the issue price of the 2024A Bonds and shall execute and deliver to the City Successor Agency at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City Successor Agency and Bond Counsel (hereinafter defined), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the 2024A Bonds. All actions to be taken by the Successor Agency under this section to establish the issue price of the 2024A Bonds may be taken on behalf of the Successor Agency by the Successor Agency’s municipal advisor identified herein and any notice or report to be provided to the Successor Agency may be provided to the Successor Agency’s municipal advisor.
(b) Except as otherwise set forth in Schedule I Exhibit B attached hereto, the City Successor Agency will treat the first price at which 10% of each maturity of the 2024A Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City Successor Agency the price or prices at which it has they have sold to the public each maturity of 2024A Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the 2024A Bonds, the Underwriter agrees to promptly report to the City Successor Agency the prices at which it sells they sell the unsold 2024A Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all 2024A Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the 2024A Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the City Successor Agency or Bond Counsel. For purposes of this Section 3, if 2024A Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the 2024A Bonds.
(c) The Underwriter confirms that it has offered the 2024A Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I Exhibit B attached hereto, except as otherwise set forth therein. Schedule I Exhibit B also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the 2024A Bonds for which the 10% Test test has not been satisfied and for which the City Successor Agency and the Underwriter agree agrees that the restrictions set forth in the next sentence shall apply, which will allow the City Successor Agency to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe-Offering-Price Ruleoffering- price rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the 2024A Bonds, the Underwriter will neither offer nor sell unsold 2024A Bonds of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or
(ii) the date on which the Underwriter has sold at least 10% of that maturity of the 2024A Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will advise the City Successor Agency promptly after the close of the fifth (5th) business day after the sale date whether it has they have sold 10% of that maturity of the 2024A Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the 2024A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A) (1) to report the prices at which it sells they sell to the public the unsold 2024A Bonds of each maturity allocated to itthem, whether or not the Closing Time Date has occurred, until either all 2024A Bonds of that maturity allocated to it them have been sold or it is notified by the Underwriter that the 10% Test test has been satisfied as to the 2024A Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, Underwriter and (2) to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter;,
(B) to promptly notify the Underwriter of any sales of 2024A Bonds that, to its their knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the 2024A Bonds to the public (each such term being used as defined below); , and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the 2024A Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the 2024A Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold 2024A Bonds of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all 2024A Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test test has been satisfied as to the 2024A Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, dealer and (B) comply with the Holdhold- the-Theoffering-Offering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City Successor Agency acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the 2024A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the 2024A Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe- offering-Offering-Price Ruleprice rule, if applicable to the 2024A Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the 2024A Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the 2024A Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the 2024A Bonds, as set forth in the third-third- party distribution agreement and the related pricing wires. The City Successor Agency further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the 2024A Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the 2024A Bonds.
(f) The Underwriter acknowledges that sales of any 2024A Bonds to any person that is a related party to an underwriter participating in the initial sale of the 2024A Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (aA) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) District in establishing the issue price of the Bonds and shall execute and deliver to the City District at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City District and Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. As applicable, all actions to be taken by the District under this section to establish the issue price of the Bonds may be taken on behalf of the District by Xxxx Advisors, a Division of Urban Futures, Inc., as the District’s municipal advisor (“Municipal Advisor”), and any notice or report to be provided to the District may be provided to the Municipal Advisor.
(bB) Except as otherwise set forth in Schedule I Exhibit A attached hereto, the City District will treat the first price at which 10% of each maturity of the Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Bonds, unless the hold-the-offering price rule (described below) applies, the Underwriter agrees to promptly report to the City District the prices at which it sells the unsold Bonds of that maturity to the public. That Unless the hold-the-offering price rule (described below) applies, that reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the City District or Bond Counsel. For purposes of this Section 3Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(cC) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I Exhibit A attached hereto, except as otherwise set forth therein. Schedule I Exhibit A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test test has not been satisfied and for which the City District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City District to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe- offering-Offering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i1) the close of the fifth (5th) business day after the sale date; or
(ii2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public. The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a initial offering price that is no higher than the Initial Offering Price to the public.
(dD) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(Aa) (1i) unless the hold-the-offering price rule applies, to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2ii) to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter;,
(Bb) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); , and
(Cc) to acknowledge that, unless otherwise advised by the dealer or broker-broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) unless the hold-the-offering price rule applies, report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(eE) The City District acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offering-Price Ruleoffering- price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-broker- dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold- the-Theoffering-Offering-Price Ruleprice rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offering-Price Ruleoffering- price rule, if applicable to the Bonds.
(fF) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) Issuer in establishing the issue price of the Bonds and shall execute and deliver to the City Issuer at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City Issuer and Co-Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.
(b) Except as otherwise set forth in Schedule I attached hereto, . All actions to be taken by the City Issuer under this section to establish the issue price of the Bonds may be taken on behalf of the Issuer by the Issuer’s Co-Bond Counsel and any notice or report to be provided to the Issuer may be provided to the Issuer’s Co-Bond Counsel. The Issuer will treat the first price at which 10% of each maturity of the Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City Issuer the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City Issuer the prices at which it sells the unsold Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing Time has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals maturity or otherwise upon request of the City or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Price”) set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the Initial Offering Price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Hold-The-Offering-Price Rule”). So long as the Hold- The-Offering-Price Rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold until all Bonds of that maturity to any person at a price that is higher than the Initial Offering Price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or
(ii) the date on which the Underwriter has have been sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public. The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of confirms that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
(A) (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter or the dealer that either the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, maturity or all Bonds of that maturity have been sold to the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, public and (B) comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, in each case if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) Underwriter. The City Issuer acknowledges that, in making the representations representation set forth in this sectionsubsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The City Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with regarding the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if rule as applicable to the Bonds.
(f) . The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the City and Bond Counsel (as defined herein) District in establishing the issue price of the Bonds and shall execute and deliver to the City District at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent equivale nt communications, substantially in the form attached hereto as Exhibit ASchedule B to Appendix C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the City District and Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the District under this Section to establish the issue price of the Bonds may be taken on behalf of the District by Xxxxxxxxx XxXxxxxx Xxxxx & Co., LLC, the District’s municipal advisor, and any notice or report to be provided to the District may be provided to the District’s munic ipal advisor.
(b) Except as otherwise set forth in Schedule I attached Appendix A hereto, the City District will treat the first price at which 10% of each maturity of the Bonds (the “10% Testtest”) is sold to the public on the date of this Purchase Agreement as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter Underwriters shall report to the City District the price or prices at which it has the Underwriters have sold to the public each maturity maturit y of Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Bonds, the Underwriter Representative agrees to promptly report to the City District the prices at which it sells the unsold Bonds of that maturity maturit y have been sold by the Underwriters to the public. That reporting obligation shall continue, whether or not the Closing Time has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals maturity or otherwise upon request until all Bonds of the City or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of have been sold to the Bondspublic.
(c) The Underwriter Representative confirms that it has the Underwriters have offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Priceinit ia l offering price”) ), or at the corresponding yield or yields, set forth in Schedule I Appendix A attached hereto, except as otherwise set forth therein. Schedule I Appendix A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test test has not been satisfied and for which the City District and the Underwriter Underwriters agree that the restrictions set forth in the next sentence shall apply, which will allow the City District to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe-Offeringoffering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the Bonds, the Underwriter Underwriters will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i1) the close of the fifth (5th) business day after the sale date; or
(ii2) the date on which the Underwriter has Underwriters have sold at least 10% of that maturity maturit y of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will Representative shall promptly advise the City promptly after District when the close of the fifth (5th) business day after the sale date whether it has Underwriters have sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date.
(d) The Underwriter confirms that:
(i) Underwriters confirm that any selling group agreement and any third-party distribution agreement relating to the initial init ia l sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A) (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter or the dealer Underwriters that either the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, maturity or all Bonds of that maturity have been sold to the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, public and (B) comply with the Holdhold-Thethe-Offering-Price Ruleoffering- price rule, if applicable, in each case if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) Underwriters. The City District acknowledges that, in making the representations representation set forth in this sectionsubsection, the Underwriter Underwriters will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City District further acknowledges that the Underwriter Underwriters shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with regarding the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if rule as applicable to the Bonds.
(fe) The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) either Underwriter shall not constitute sales to the public for purposes of this sectionSection. Further, for purposes of this sectionSection:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the City and Bond Counsel (as defined herein) District in establishing the issue price of the Bonds and shall execute and deliver to the City District at Closing (as defined herein) an “issue price” or similar certificate, substantially in the form attached hereto as Exhibit A, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the City District and Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the District under this section to establish the issue price of the Bonds may be taken on behalf of the District by the District’s municipal advisor identified herein and any notice or report to be provided to the District may be provided to the District’s municipal advisor.
(b) [Except as otherwise for the maturities set forth in Schedule I attached hereto, ,] the City District represents that it will treat the first price at which 10% of each maturity of the Bonds (the “10% Test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report each separate CUSIP number within that maturity will be subject to the City 10% Test). [If, as of the price or prices at which it has sold to the public each maturity of Bonds. If at that time date hereof, the 10% Test has not been satisfied as to any maturity of the BondsBonds for which the District has elected to utilize the 10% Test, the Underwriter Representative agrees to promptly report to the City District the prices at which it sells the unsold Bonds of that maturity or maturities have been sold by the Underwriters to the public. That reporting obligation shall continue, whether or not continue until the Closing Time has occurred, until either (i) earlier of the Underwriter has sold all Bonds of that maturity or (ii) date upon which the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after maturity or maturities or the Closing Time may be at reasonable periodic intervals or otherwise upon request of the City or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the BondsDate.]]
(c) The Underwriter Representative confirms that it has the Underwriters have offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test has not been satisfied and for which the City District and the Underwriter agree Representative, on behalf of the Underwriters, agrees that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the Initial Offering Price to the public of each such maturity as of the sale date as the issue price of that maturity apply (the “Holdhold-Thethe-Offeringoffering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the Bonds, the Underwriter Underwriters will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i1) the close of the fifth (5th) business day after the sale date; or
(ii2) the date on which the Underwriter has Underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public. The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a initial offering price that is no higher than the Initial Offering Price to the public.
(d) The Underwriter Representative confirms that:
(i) any agreement among underwriters, any selling group agreement and any third-each third- party distribution agreement (to which the Representative is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group and each broker-broker- dealer that is a party to such third-party distribution agreement, as applicable:
(A) (1i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, it until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter Representative that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, maturity and (2ii) to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, in each case if and for so long as directed by the Underwriter;Representative and as set forth in the related pricing wires, and
(B) to promptly notify the Underwriter Representative of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and,
(C) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker-dealer, the Underwriter Representative shall assume that each order submitted by the Underwriter, dealer or broker-dealer is a sale to the public.
(ii) any agreement among underwriters and any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer Underwriter that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-broker- dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, it until either all Bonds of that maturity allocated to it have been sold or it is notified by the Representative or such Underwriter or the dealer that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, maturity and (B) comply with the Holdhold- the-Theoffering-Offering-Price Ruleprice rule, if applicable, in each case if and for so long as directed by the Underwriter Representative or the dealer Underwriter and as set forth in the related pricing wires.
(e) . The City District acknowledges that, in making the representations set forth in this section, the Underwriter Representative will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iiiii) in the event that an Underwriter or dealer who is a member of the selling group is a party to a third-party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the Bondsapplicable, as set forth in the third-party distribution agreement and the related pricing wires. The City District further acknowledges that the each Underwriter shall be solely liable for its failure to comply with its agreement to comply with its agreement regarding the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-third- party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the Bonds.]
(fe) The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section: that:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering prices set forth in Schedule II attached hereto. The Underwriter agrees to assist the City and Bond Counsel (as defined herein) Issuer in establishing the issue price of the Bonds and shall execute and deliver to the City Issuer at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, a certificate substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City Issuer and Xxxxx & Xxxxxx, L.L.P., as Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Issuer under this section to establish the issue price of the Bonds may be taken on behalf of the Issuer by the Issuer’s municipal advisor, and any notice or report to be provided to the Issuer may be provided to the Issuer’s municipal advisor.
(b) Except as otherwise set forth in Schedule I attached hereto, the City The Issuer will treat the first price at which 10% of each maturity of the Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within or bifurcated portion of that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City Issuer and Bond Counsel the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City Issuer the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals maturity or otherwise upon request until all Bonds of the City or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of have been sold to the Bondspublic.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Price”) set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the Initial Offering Price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Hold-The-Offering-Price Rule”). So long as the Hold- The-Offering-Price Rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or
(ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public. The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
(A) (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter or the dealer that either the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, maturity or all Bonds of that maturity have been sold to the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, public and (B) comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, in each case if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) Underwriter. The City Issuer acknowledges that, in making the representations representation set forth in this sectionsubsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and and
(ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The City Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with regarding the requirements for establishing issue hold- the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if rule as applicable to the Bonds.
(fd) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) District in establishing the issue price of the Bonds and shall execute and deliver to the City District at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AAppendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City District and Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. As applicable, all actions to be taken by the District under this section to establish the issue price of the Bonds may be taken on behalf of the District by Xxxx Advisors, a Division of Urban Futures, Inc., as the District’s municipal advisor (“Municipal Advisor”), and any notice or report to be provided to the District may be provided to the Municipal Advisor.
(b) Except as otherwise set forth in Schedule I Appendix A attached hereto, the City District will treat the first price at which 10% of each maturity of the Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City District the prices at which it sells the unsold Bonds of that maturity to the public. That Unless the hold-the-offering price rule (described below) applies, that reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the City District or Bond Counsel. For purposes of this Section 3Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I Appendix A attached hereto, except as otherwise set forth therein. Schedule I Appendix A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test test has not been satisfied and for which the City District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City District to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe- offering-Offering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i1) the close of the fifth (5th) business day after the sale date; or
(ii2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will advise the City District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A) (1i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2ii) to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter;,
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); , and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-broker- dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Holdhold- the-Theoffering-Offering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City District acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offering-Price Ruleoffering- price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-broker- dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold- the-Theoffering-Offering-Price Ruleprice rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offering-Price Ruleoffering- price rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. 11
(a) Subject to this Section 13, the Underwriter agrees to make an initial bona fide public offering of all of the Bonds at a price or prices not in excess of, or a yield or yields not lower than, the public offering price (or prices or yield or yields) set forth on Exhibit K attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change such price (or prices or yield or yields) as the Underwriter deems necessary or appropriate in connection with the marketing of the Bonds, provided that the Underwriter shall not change the interest rates set forth on Exhibit K. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices.
(b) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) Authority in establishing the issue price of the Bonds and shall execute and deliver to the City Authority at Closing (as defined herein) an “"issue price” " or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AK, with such modifications as may be appropriate or necessary, in the 11 NTD: To be updated based on the applicability of the hold-the-offering-price to the deal. reasonable judgment of the Underwriter, the City Authority and Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. Any notice or report to be provided to the Authority under this Section 13 shall be provided to the municipal advisor to the City and the Financing District and to the municipal advisor to the Port District. Certain terms used in this Section 13 are defined below.
(bc) [Except as otherwise set forth in Schedule I A to Exhibit K attached hereto, ,] the City Authority will treat the first price at which 10% of each maturity of the Bonds (the “"10% Test”) "), identified under the column "10% Test Used" in Schedule A to Exhibit K, is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase AgreementContract, the Underwriter shall report to the City Authority the price or prices at which it has sold to the public each maturity of Bonds. [If at that time the 10% Test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the date of Closing Time has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the City or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Price”) set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the Initial Offering Price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Hold-The-Offering-Price Rule”). So long as the Hold- The-Offering-Price Rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or
(ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public. The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A) (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. [If competitive bid rule is satisfied on sale day:]
(aA) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) District in establishing the issue price of the Bonds Notes and shall execute and deliver to the City District at the Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City District, and Bond Counsel bond counsel. All actions to accurately reflectbe taken by the District under this section to establish the issue price of the Notes may be taken on behalf of the District by the District’s municipal advisor, Government Financial Strategies inc. (the “Municipal Advisor”) and any notice or report to be provided to the District may be provided to the Municipal Advisor.
(B) The District intends that the provisions of Treasury Regulations Section 1.1.48- 1(f)(3)(i) (defining “competitive sale” for purposes of establishing the issue price of the Notes will apply to the initial sale of the Notes (the “competitive sale requirements”) because:
(1) the District disseminated a draft of this Note Purchase Agreement, along with other terms and conditions related to the sale (the “note sale materials”), to potential underwriters in a manner that was reasonably designed to reach potential underwriters;
(2) all bidders had an equal opportunity to bid;
(3) the District received bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and
(4) the District is awarding the sale of the Notes to the Underwriter based upon its firm offer to purchase the Notes at the highest price (or lowest interest cost), as applicable, set forth in the note sale materials.
(C) The Underwriter represents that its bid was prepared on the assumption that the issue price of the Notes will be the reasonably expected initial offering price to the public. [If competitive bid rule is not satisfied on sale day; apply 10% / hold-the-price rule:]
(A) The Underwriter agrees to assist the District in establishing the issue price of the Notes and shall execute and deliver to the District at the Closing (as defined below) an “issue price” or similar certificate setting forth the reasonably expected initial offering price to the public or the sales price or prices of the Notes, together with the supporting pricing wires or equivalent communications, substantially in the initial offering form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the District, and bond counsel. All actions to be taken by the District under this section to establish the issue price of the Notes may be taken on behalf of the District by the District’s municipal advisor, Government Financial Strategies inc. (the “Municipal Advisor”) and any notice or prices report to be provided to the public of District may be provided to the BondsMunicipal Advisor.
(bB) Except as Unless identified otherwise set forth in Schedule I attached heretoI, the City will District shall treat the first price at which 10% of each maturity of the Bonds Notes (the “10% Testtest”) is sold to the public as the issue price of that maturitythe Notes. At or promptly after the execution of this Bond Note Purchase Agreement, the Underwriter shall report to the City District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the City or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the BondsNotes.
(cC) The Underwriter confirms that it has offered the Bonds Notes to the public on or before the date of this Bond Note Purchase Agreement at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield, set forth in the Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Bond Note Purchase Agreement, the maturities, if any, of the Bonds for which whether the 10% Test test has not been satisfied and for which the City and the Underwriter agree that whether the restrictions set forth in the next sentence shall apply, which will allow the City District to treat the Initial Offering Price initial offering price to the public of each such maturity the Notes as of the sale date as the issue price of that maturity the Notes (the “Holdhold-Thethe-Offeringoffering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the BondsNotes, the Underwriter will neither offer nor sell unsold Bonds of that maturity Notes to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i1) the close of the fifth (5th) business day after the sale date; or
(ii2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds Notes to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will shall promptly advise the City promptly after District when it has sold 10% of the Notes to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the publicdate.
(dD) The Underwriter confirms that:
(i) that any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds Notes to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
(A) (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated Notes allotted to it have been sold or until it is notified by the Underwriter or the dealer that either the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, Notes or all Notes have been sold to the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, public and (B) comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, in each case if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) Underwriter. The City District acknowledges that, in making the representations representation set forth in this sectionsubsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds Notes to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds Notes to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The City District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with regarding the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if rule as applicable to the BondsNotes.
(fE) The Underwriter acknowledges that sales of any Bonds Notes to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this sectionSection 5:
Appears in 1 contract
Samples: Note Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) Authority in establishing the issue price of the Bonds and shall execute and deliver to the City Authority at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AG, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City Authority and Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. [All actions to be taken by the Authority under this section to establish the issue price of the Bonds may be taken on behalf of the Authority by the Authority’s municipal advisor identified herein and any notice or report to be provided to the Authority may be provided to the Authority’s municipal advisor.]
(b) Except as otherwise set forth in Schedule I attached hereto, the City The Authority will treat the first price at which 10% of each maturity of the Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase AgreementContract, the Underwriter shall report to the City Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals maturity or otherwise upon request until all Bonds of the City or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of have been sold to the Bondspublic.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Price”) set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the Initial Offering Price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Hold-The-Offering-Price Rule”). So long as the Hold- The-Offering-Price Rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or
(ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public. The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
(A) (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter or the dealer that either the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, maturity or all Bonds of that maturity have been sold to the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, public and (B) comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, in each case if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) Underwriter. The City Authority acknowledges that, in making the representations representation set forth in this sectionsubsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue hold- the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The City Authority further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with regarding the requirements for establishing issue hold- the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if rule as applicable to the Bonds.
(fd) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the City and Bond Counsel (as defined herein) District in establishing the issue price of the Bonds and shall execute and deliver to the City District at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the City District and Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the District under this section to establish the issue price of the Bonds may be taken on behalf of the District by the District’s municipal advisor identified herein and any notice or report to be provided to the District may be provided to the District’s municipal advisor.
(b) Except as otherwise set forth in Schedule I attached hereto, the City District will treat the first price at which 10% of each maturity of the Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the City or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest ratesrates apply within a maturity, each separate CUSIP number within that maturity will be treated as a separate maturity of subject to the Bonds10% test).
(c) The Underwriter Representative confirms that it has the Underwriters have offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set forth thereinfinal Official Statement. Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test test has not been satisfied and for which the City District and the Underwriter Representative, on behalf of the Underwriters, agree that (i) the Representative will retain all unsold Bonds of each maturity for which the 10% test has not been satisfied and not allocate any such Bonds to any other Underwriter and (ii) the restrictions set forth in the next sentence shall apply, which will allow the City District to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe-Offering-Price Ruleoffering price rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the Bonds, the Underwriter Representative will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i1) the close of the fifth (5th) business day after the sale date; or
(ii2) the date on which the Underwriter has Underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will Representative shall promptly advise the City promptly after District or the close of District’s municipal advisor when the fifth (5th) business day after the sale date whether it has Underwriters have sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds offering price to the public, together with if that occurs prior to the related pricing wires, contains or will contain language obligating each dealer who is a member close of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
fifth (A5th) (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation business day after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) date. The City District acknowledges that, in making the representations representation set forth in this sectionsubsection, the Underwriter Representative will rely on (i) the agreement of each Underwriter to comply with the hold- the-offering-price rule, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bondsrule, as set forth in a selling group agreement and the related pricing wires, and (iiiii) in the event that an Underwriter is a third-party to a retail distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue hold-the- offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bondsrule, as set forth in the third-party retail distribution agreement and the related pricing wires. The City District further acknowledges that the each Underwriter shall not be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with regarding the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if rule as applicable to the Bonds.
(fd) The Representative confirms that:
(i) any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the Representative is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group, and each broker- dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Representative that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold-the- offering-price rule, if applicable, in each case if and for so long as directed by the Representative and as set forth in the related pricing wires, and
(ii) any agreement among underwriters relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter acknowledges that is a party to a retail distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such retail distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Representative or the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Representative or the Underwriter and as set forth in the related pricing wires.
(e) The Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) District in establishing the issue price of the Bonds and shall execute and deliver to the City District at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City District and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the District under this Section to establish the issue price of the Bonds may be taken on behalf of the District by the District’s municipal advisor, Xxxx Advisors, a Division of Urban Futures, Inc. (the “Municipal Advisor”), and any notice or report to be provided to the District may be provided to the District’s Municipal Advisor.
(b) Except as otherwise set forth in Schedule I Exhibit A attached hereto, the City District will treat the first price (meaning single) at which 10% of each maturity of the Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date (as defined herein) has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the City District or Bond CounselCounsel (as defined herein). For purposes of this Section 3Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I Exhibit A attached hereto, except as otherwise set forth therein. Schedule I Exhibit A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% Test test has been satisfied (assuming orders are confirmed by the end of the day immediately following the day of execution of this Purchase Agreement) and (ii) the 10% test has not been satisfied and for which the City District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City District to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe-Offeringoffering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i1) the close of the fifth (5th) business day after the sale date; or
(ii2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will advise the City District promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public.
(d) The Underwriter confirms that:
(i1) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-third- party distribution agreement, as applicable:
(A) (1i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2ii) to comply with the Holdhold-Thethe- offering-Offering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter;,
(Bii) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); , and
(Ciii) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(iie) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Holdhold-Thethe-Offering-Price Ruleoffering- price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(ef) The City District acknowledges that, in making the representations set forth in this sectionSection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds.
(fg) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this sectionSection. Further, for purposes of this sectionSection:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) District in establishing the issue price of the Bonds and shall execute and deliver to the City District at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AB, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City District and Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the District under this section to establish the issue price of the Bonds may be taken on behalf of the District by the District’s financial advisor identified herein and any notice or report to be provided to the District may be provided to the District’s financial advisor.
(b) Except as otherwise set forth in Schedule I attached hereto, the City The District will treat the first price at which 10% of each maturity of the Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, Agreement the Underwriter shall report to the City District the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City District the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date (as defined in Section
1) has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time Date may be at reasonable periodic intervals or otherwise upon request of the City District or Bond Counsel. For purposes of this Section 3Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I Exhibit A attached hereto, except as otherwise set forth therein. Schedule I Exhibit A also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test test has not been satisfied and for which the City District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City District to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe- offering-Offering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or
(ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public. The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a initial offering price that is no higher than the Initial Offering Price to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-third- party distribution agreement, as applicable:
(A) (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriterunderwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); , and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City District acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offering-Price Ruleoffering- price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offering-Price Ruleoffering- price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City District further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) in establishing the issue price of the Bonds and shall execute and deliver to the City at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.
(b) Except as otherwise set forth in Schedule I attached hereto, the City will treat the first price or prices at which 10% of each maturity of the Bonds (the “10% Test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the City or Bond Counsel. For purposes of this Section 3Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Price”) set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the Initial Offering Price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Hold-The-Offering-Price Rule”). So long as the Hold- Hold-The-Offering-Offering- Price Rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or
(ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public. The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A) (1i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2ii) to comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the Hold-The-The- Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering prices set forth in Schedule II attached hereto. The Underwriter agrees to assist the City and Bond Counsel (as defined herein) Issuer in establishing the issue price of the Bonds and shall execute and deliver to the City Issuer at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, a certificate substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City Issuer and Xxxxx & Xxxxxx, L.L.P., as Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.
(b) Except as otherwise set forth in Schedule I attached hereto, the City The Issuer will treat the first price at which 10% of each maturity of the Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within or bifurcated portion of that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City Issuer and Bond Counsel the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City Issuer the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals maturity or otherwise upon request until all Bonds of the City or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of have been sold to the Bondspublic.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Price”) set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the Initial Offering Price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Hold-The-Offering-Price Rule”). So long as the Hold- The-Offering-Price Rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the Initial Offering Price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or
(ii) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public. The Underwriter will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-broker- dealer that is a party to such third-party retail distribution agreement, as applicable:
(A) (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter or the dealer that either the 10% Test test has been satisfied as to the Bonds of that maturity, provided that, maturity or all Bonds of that maturity have been sold to the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, public and (B) comply with the Holdhold-Thethe- offering-Offering-Price Ruleprice rule, if applicable, in each case if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) Underwriter. The City Issuer acknowledges that, in making the representations representation set forth in this sectionsubsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The City Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party retail distribution agreement, to comply with its corresponding agreement to comply with regarding the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if rule as applicable to the Bonds.
(fd) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter Representative agrees to assist the City and Bond Counsel (as defined herein) District in establishing the issue price of the Refunding Bonds and shall execute and deliver to the City District at Closing (as defined herein) an “issue price” or similar certificate[, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, Schedule B to Appendix C,] with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterUnderwriters, the City District and Bond Counsel Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Refunding Bonds. All actions to be taken by the District under this Section to establish the issue price of the Refunding Bonds may be taken on behalf of the District by Xxxx Advisors, a Division of Urban Futures, Inc., the District’s municipal advisor, and any notice or report to be provided to the District may be provided to the District’s municipal advisor.
(b) [Except as otherwise set forth in Schedule I attached Appendix A hereto, ,] the City District will treat the first price at which 10% of each maturity of the Refunding Bonds (the “10% Testtest”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase AgreementContract, the Underwriter Underwriters shall report to the City District the price or prices at which it has the Underwriters have sold to the public each maturity of Refunding Bonds. If at that time the 10% Test test has not been satisfied as to any maturity of the Refunding Bonds, the Underwriter agrees Underwriters agree to promptly report to the City District the prices at which it sells the unsold Refunding Bonds of that maturity have been sold by the Underwriters to the public. That reporting obligation shall continue, whether or not the Closing Time has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test test has been satisfied as to the Refunding Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals maturity or otherwise upon request until all Refunding Bonds of the City or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of have been sold to the Bondspublic.
(c) The Underwriter confirms Underwriters confirm that it has the Underwriters have offered the Refunding Bonds to the public on or before the date of this Bond Purchase Agreement Contract at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I Appendix A attached hereto, except as otherwise set forth therein. Schedule I [Appendix A also sets forth, as of the date of this Bond Purchase AgreementContract, the maturities, if any, of the Refunding Bonds for which the 10% Test test has not been satisfied and for which the City District and the Underwriter Underwriters agree that the restrictions set forth in the next sentence shall apply, which will allow the City District to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold- the-Theoffering-Offering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe-Price Rule offering-price rule remains applicable to any maturity of the Refunding Bonds, the Underwriter Underwriters will neither offer nor sell unsold Refunding Bonds of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i1) the close of the fifth (5th) business day after the sale date; or
(ii2) the date on which the Underwriter has Underwriters have sold at least 10% of that maturity of the Refunding Bonds to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will Underwriters shall promptly advise the City promptly after District when the Underwriters have sold 10% of that maturity of the Refunding Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the publicdate.
(d) The Underwriter confirms that:
(i) Underwriters confirm that any selling group agreement and any third-party distribution agreement relating to the initial sale of the Refunding Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A) (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Refunding Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter or the dealer Underwriters that either the 10% Test test has been satisfied as to the Refunding Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals maturity or otherwise upon request all Refunding Bonds of the Underwriter or the dealer, and (B) comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The City acknowledges that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has that maturity have been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds sold to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:and
Appears in 1 contract
Establishment of Issue Price. The Underwriter agrees to make an initial public offering of all of the Certificates at the public offering prices (aor yields) set forth on Exhibit G attached hereto and incorporated herein by reference. Subsequent to the initial public offering, the Underwriter reserves the right to change the public offering prices (or yields) as the Underwriter deems necessary in connection with the marketing of the Certificates, provided that the Underwriter shall not change the interest rates set forth on Exhibit G. The Certificates may be offered and sold to certain dealers at prices lower than such initial public offering prices. The Underwriter agrees to assist the City and Bond Counsel (as defined herein) County in establishing the issue price of the Bonds Certificates and shall execute and deliver to the City County at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit AH, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City County and Bond Counsel Special Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.
(b) Certificates. All actions to be taken by the County under this Section to establish the issue price of the Certificates may be taken on behalf of the County by the County’s municipal advisor identified herein and any notice or report to be provided to the County may be provided to the County’s municipal advisor. Certain terms used in this Section are defined below. [Except as otherwise set forth in Schedule I Exhibit G attached hereto, ,] the City County will treat the first price at which 10% of each maturity of the Bonds Certificates (the “10% Test”) ), identified under the column “10% Test Used” in Exhibit G, is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% Test). At or promptly after the execution of this Bond Purchase AgreementContract, the Underwriter shall report to the City County the price or prices at which it has sold to the public each maturity of BondsCertificates. [If at that time the 10% Test has not been satisfied as to any maturity of the Bonds, Certificates,] the Underwriter agrees to promptly report to the City County the prices at which it sells the unsold Bonds Certificates of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time Date has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test has been satisfied as to the Bonds Certificates of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals maturity or otherwise upon request until all Certificates of the City or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of have been sold to the Bonds.
(c) public. The Underwriter confirms that it has offered the Bonds Certificates to the public on or before the date of this Bond Purchase Agreement Contract at the offering price or prices (the “Initial Offering Priceinitial offering price”) ), or at the corresponding yield or yields, set forth in Schedule I Exhibit G attached hereto, except as otherwise set forth therein. Schedule I Exhibit G also sets forth, as of the date of this Bond Purchase AgreementContract, the maturities, if any, of the Bonds Certificates for which the 10% Test has not been satisfied and for which the City County and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City County to treat the Initial Offering Price initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “Holdhold-Thethe-Offeringoffering-Price Ruleprice rule”). So long as the Hold- Thehold-Offeringthe- offering-Price Rule price rule remains applicable to any maturity of the BondsCertificates, the Underwriter will neither offer nor sell unsold Bonds Certificates of that maturity to any person at a price that is higher than the Initial Offering Price initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i1) the close of the fifth (5th) business day after the sale date; or
(ii2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds Certificates to the public at a price that is no higher than the Initial Offering Price initial offering price to the public. The Underwriter will shall promptly advise the City promptly after County when it has sold 10% of that maturity of the Certificates to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public.
(d) date. The Underwriter confirms that:
(i) that any selling group agreement and any third-party retail distribution agreement relating to the initial sale of the Bonds Certificates to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party retail distribution agreement, as applicable:
(A) , to (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (2) to comply with the Hold-The-Offering-Price Rule, if applicable, if and for so long as directed by the Underwriter;
(B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and
(C) to acknowledge that, unless otherwise advised by the dealer or broker-dealer, the Underwriter shall assume that each order submitted by the dealer or broker-dealer is a sale to the public.
(ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds Certificates of each maturity allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated allotted to it have been sold or until it is notified by the Underwriter or the dealer that either the 10% Test has been satisfied as to the Bonds applicable Certificates of that maturity, provided that, maturity or all such Certificates of that maturity have been sold to the reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, public and (B2) comply with the Holdhold-Thethe-Offeringoffering-Price Ruleprice rule, if applicable, in each case if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires.
(e) Underwriter. The City County acknowledges that, in making the representations representation set forth in this sectionparagraph, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds Certificates to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue hold-the- offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third-party retail distribution agreement was employed in connection with the initial sale of the Bonds Certificates to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue hold-the-offering-price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rulerule, if applicable to the Bondsapplicable, as set forth in the third-party retail distribution agreement and the related pricing wires. The City further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-The-Offering-Price Rule, if applicable to the Bonds.
(f) The Underwriter acknowledges that sales of any Bonds Certificates to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) Underwriter shall not constitute sales to the public for purposes of this sectionSection. Further, for purposes of this sectionSection:
Appears in 1 contract
Samples: Certificate Purchase Agreement
