Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City at Closing an “issue price” or similar certificate, 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 Authority, 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. 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) The Authority and 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 (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 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 Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public. (c) The Underwriter confirms that any selling group agreement and any 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 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 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 Underwriter. The Authority and the City acknowledge that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds. (d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3. Further, for purposes of this Section 3:
Appears in 2 contracts
Establishment of Issue Price. (a) DRAFT
a. The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Authority and City on or before the City at third (3rd) business day prior to 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 Appendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, 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. 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 Financial 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 advisorFinancial Advisor.
b. The Underwriter confirms that it has offered all the Bonds of each maturity to the public on or before the date of this Agreement at the respective offering price (b) the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set forth therein. The Authority and 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 of the sale date as the issue price of that maturity (if the “10% test”). At or promptly after the execution of this Agreement, the Underwriter shall report to the City on Schedule A to the issue price certificate the first price at which the Underwriter has sold to the public each maturity of Bonds, and shall identify to the City on Schedule A to the issue price certificate those maturities of the Bonds for which the 10% test has not been satisfied. If different interest rates coupons 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 treated as a separate maturity for this Bond Purchase Agreement, purpose.
c. The City and the Underwriter agree that the restrictions set forth in the next sentence shall report apply to those maturities of the Authority and the City the price or prices at Bonds for which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied met as of the date of this Agreement, 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 agrees to promptly report to the Authority and the City the prices at which it sells the 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:
(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. That reporting obligation The Underwriter shall continue, whether or not promptly advise the Closing Date City when the Underwriter has occurred, until the sold 10% test has been satisfied as to the Bonds of that maturity or until all of the Bonds of to the public at a price that maturity have been sold is no higher than the initial offering price to the public., if such sale occurs prior to the close of the fifth (5th) business day after the sale date. DRAFT
(c) d. The Underwriter confirms that any selling group agreement and any retail each 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 retail third-party 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 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-the- offering-price rule, if applicable, in each case if and for so long as directed by the UnderwriterUnderwriter and as set forth in the related pricing wires, (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, 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. The Authority and the City acknowledge acknowledges that, in making the representation set forth in this subsection, 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 hold-the-offering-offering- price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail 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 hold-the-offering-price rule, if applicable, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to the Bonds.
(d) e. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3Section. Further, for purposes of this Section 3Section:
Appears in 2 contracts
Establishment of Issue Price. (a) A. The Underwriter agrees to assist the Authority and the City Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City Community Facilities District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit BE, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City Community Facilities District and Bond CounselCounsel (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 Authority and the City Community Facilities District under this Section 3 section to establish the issue price of the Bonds may be taken on behalf of the Authority and the City Community Facilities District by the City’s municipal advisor identified herein Municipal Advisor and any notice or report to be provided to the Authority and the City Community Facilities District may be provided to the CityCommunity Facilities District’s municipal advisorMunicipal Advisor.
(b) The Authority and B. Except as otherwise set forth in 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% test”) 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 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 has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority and 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 Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that the Underwriter’s reporting obligation after the date of the Closing may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel. For purposes of this Section, 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 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 which the 10% test has not been satisfied and for which the Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities 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-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:
(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 will advise the 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 to the public.
D. The Underwriter confirms that:
(1) any selling group agreement and any retail 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 retail third-party distribution agreement, as applicable, :
(a) (i) to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity maturity, provided that the reporting obligation after the date of the Closing may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter, and (Bii) to comply with the hold-the-offering-price 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 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.
(2) 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 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 date of the Closing 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 Authority and the City acknowledge Community Facilities District acknowledges that, in making the representation representations set forth in this subsection, 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-the- offering-price rule, if applicableapplicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail 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 applicableapplicable to the Bonds, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City Community Facilities District further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding 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- the-offering-price rule as if applicable to the Bonds.
(d) F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the Underwriter 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 3section. Further, for purposes of this Section 3section:
Appears in 2 contracts
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City Issuer at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit BA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City Issuer and Bond 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. 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) The Authority and the City Issuer will treat the first price at which 10% of each maturity series 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, each separate CUSIP number within that maturity will be subject to the 10% test)such Bonds. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Authority and 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 has not been satisfied as to any maturity either series of the Bonds, the Underwriter agrees to promptly report to the Authority and 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 Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the publicseries.
(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 prices (the “Initial Offering Prices”), or at the corresponding yields, set forth in Schedule I attached hereto.
(d) The Underwriter confirms that any selling group agreement and any 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 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 Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity series or all Bonds of that maturity series 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 Underwriter. The Authority and the City acknowledge that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(de) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the an Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
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 City and the City 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 BA, 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) The Authority and 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% 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 Date 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 maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals or until all otherwise upon request of the City or Bond Counsel. For purposes of this Section 3, if Bonds of mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold to will be treated as a separate maturity of the publicBonds.
(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 retail 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 retail 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 allotted allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it until have been sold or 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 maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter or the dealer, 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. Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Authority and the City acknowledge acknowledges that, in making the representation representations set forth in this subsectionsection, 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 holdrequirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-theThe-offeringOffering-price rulePrice Rule, if applicableapplicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail 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 holdrequirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-theThe-offeringOffering-price rulePrice Rule, if applicableapplicable to the Bonds, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding to comply with the holdrequirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-the- offeringThe-price rule as Offering-Price Rule, if applicable to the Bonds.
(df) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the Underwriter 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 3section. Further, for purposes of this Section 3section:
Appears in 2 contracts
Establishment of Issue Price. (a) A. The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City at Closing an “issue price” or similar certificate, 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 Authority, the City Authority 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. All actions to be taken by .
B. Except as set forth in Exhibit A attached hereto, 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) The Authority and 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 (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 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 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 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 of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Authority or Bond Counsel. For purposes of this Section, 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 until all before the date of this Purchase Contract 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 Contract, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% 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 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, the Underwriter will neither offer nor sell unsold Bonds of that maturity have been 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:
a. the close of the fifth (5th) business day after the sale date; or
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 to the public. The Underwriter will advise the 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 to the public.
(c) D. The Underwriter confirms that that:
(i) any selling group agreement and any retail 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 retail third-party distribution agreement, as applicable:
(A) (i) 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 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 has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be reasonable periodic intervals or otherwise upon request of the Underwriter and (ii) 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 allotted allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter or the dealer that either the 10% test has been satisfied as to the Bonds of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. Underwriter or the dealer and as set forth in the related pricing wires.
E. The Authority and the City acknowledge acknowledges that, in making the representation set forth in this subsectionsection, 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 hold-the-offering-price rule, if applicableapplicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3. Further, for purposes of this Section 3:and
Appears in 2 contracts
Samples: Purchase Contract, Forward Delivery Purchase Contract
Establishment of Issue Price. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the Authority and the City District in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City District at Closing 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 B, with such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Authority, 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 Bonds. All actions to be taken by the Authority and the City District under this Section 3 section to establish the issue price of the Bonds may be taken on behalf of the Authority and the City District by the CityDistrict’s municipal advisor identified herein and any notice or report to be provided to the Authority and the City District may be provided to the CityDistrict’s municipal advisor.
(b) The Authority and [Except for the City maturities set forth in Schedule I attached hereto,] the District represents that it 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% testTest). At or promptly after [If, as of the execution of this Bond Purchase Agreementdate hereof, 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 BondsBonds for which the District has elected to utilize the 10% Test, the Underwriter Representative agrees to promptly report to the Authority and 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 Date has occurred, until earlier of the date upon which the 10% test Test has been satisfied as to the Bonds of that maturity or until all maturities or the Closing Date.]]
(c) The Representative confirms that the Underwriters have 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 Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test has not been satisfied and for which the District and the Representative, on behalf of the Underwriters, agrees that the restrictions set forth in the next sentence shall apply (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the 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 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 Underwriters 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.
(cd) The Underwriter Representative confirms that that:
(i) any agreement among underwriters, any selling group agreement and 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- dealer that is a party to such third-party distribution agreement, as applicable:
(A) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it until either all Bonds of that maturity allocated to it have been sold or it is notified by the Representative that the 10% Test has been satisfied as to the Bonds of that maturity and (ii) to 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
(B) to promptly notify the Representative of any retail distribution 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),
(C) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker-dealer, the 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 who Underwriter that is a member party to a third-party distribution agreement to be employed in connection with the initial sale of the selling group and Bonds to the public to require each broker-broker- dealer that is a party to such retail third-party distribution agreement, as applicable, agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted allocated to it until either all Bonds of that maturity allocated to it have been sold or it is notified by the Representative or such Underwriter that either the 10% test 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-hold- the-offering-price rule, if applicable, in each case if and for so long as directed by the UnderwriterRepresentative or the Underwriter and as set forth in the related pricing wires. The Authority and the City acknowledge District acknowledges that, in making the representation representations set forth in this subsectionsection, 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 hold-the-offering-price rule, if applicableapplicable 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 retail 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 hold-the-offering-price rule, if applicable, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City District further acknowledge 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 retail third- party distribution agreement, to comply with its corresponding agreement regarding 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- the-offering-price rule as rule, if applicable to the Bonds.]
(de) The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the Underwriter 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 3section. Further, for purposes of this Section 3section: that:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City District in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit Appendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, 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 Bonds. All As applicable, all actions to be taken by the Authority and the City District under this Section 3 section to establish the issue price of the Bonds may be taken on behalf of the Authority and District by Xxxx Advisors, a Division of Urban Futures, Inc., as the City by the CityDistrict’s municipal advisor identified herein (“Municipal Advisor”), and any notice or report to be provided to the Authority and the City District may be provided to the City’s municipal advisorMunicipal Advisor.
(b) The Authority and Except as otherwise set forth in Appendix A attached hereto, the City District 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, 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 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 Authority and 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 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 of that maturity maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or until all otherwise upon request of the District or Bond Counsel. For purposes of this Section, if Bonds of mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold to will be treated as a separate maturity of the publicBonds.
(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”), or at the corresponding yield or yields, set forth in Appendix A attached hereto, except as otherwise set forth therein. 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 has not been satisfied and for which the District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the 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-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:
(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 will advise the 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 to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any retail 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 retail third-party distribution agreement, as applicable:
(A) (i) 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 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 has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) 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 allotted allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter or the dealer that either the 10% test has been satisfied as to the Bonds of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter or the dealer, and (B) comply with the hold-hold- the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Authority and the City acknowledge District acknowledges that, in making the representation representations set forth in this subsectionsection, 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-offering- price rule, if applicableapplicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail 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 hold-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 applicableapplicable to the Bonds, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City District further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding 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- offeringthe-offering- price rule as rule, if applicable to the Bonds.
(df) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the Underwriter 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 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City Successor Agency in establishing the issue price of the 2024A Bonds and shall execute and deliver to the Authority and the City Successor Agency at Closing an “issue price” or similar certificate, 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 Authority, the City Successor Agency and Bond CounselCounsel (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 Authority and the City Successor Agency under this Section 3 section to establish the issue price of the 2024A Bonds may be taken on behalf of the Authority and the City Successor Agency by the CitySuccessor Agency’s municipal advisor identified herein and any notice or report to be provided to the Authority and the City Successor Agency may be provided to the CitySuccessor Agency’s municipal advisor.
(b) The Authority and Except as otherwise set forth in 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% test”) 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 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 has not been satisfied as to any maturity of the 2024A Bonds, the Underwriter agrees to promptly report to the Authority and 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 Date has occurred, until either (i) the Underwriter has sold all 2024A Bonds of that maturity or (ii) the 10% test has been satisfied as to the 2024A Bonds of that maturity maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or until all otherwise upon request of the Successor Agency or Bond Counsel. For purposes of this Section 3, if 2024A Bonds of mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold to will be treated as a separate maturity of the public2024A Bonds.
(c) The Underwriter confirms that it has offered the 2024A 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 B attached hereto, except as otherwise set forth therein. Exhibit B also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the 2024A Bonds for which the 10% test has not been satisfied and for which the Successor Agency and the Underwriter agrees that the restrictions set forth in the next sentence shall apply, which will allow the Successor Agency 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 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 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 to the public. The Underwriter will advise the Successor Agency promptly after the close of the fifth (5th) business day after the sale date whether 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 to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any retail 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 retail third-party distribution agreement, as applicable:
(A) (1) to report the prices at which they sell to the public the unsold 2024A Bonds of each maturity allocated to them, whether or not the Closing Date has occurred, until either all 2024A Bonds of that maturity allocated to them have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the 2024A Bonds of that maturity, provided that, the reporting obligation after the Closing Date 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 2024A Bonds that, to 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- 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 allotted allocated to it, whether or not the Closing Date has occurred, until either all 2024A Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter or the dealer that either the 10% test has been satisfied as to the 2024A Bonds of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter or the dealer and (B) comply with the hold-hold- the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Authority and the City acknowledge Successor Agency acknowledges that, in making the representation representations set forth in this subsectionsection, 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 hold-the-the- offering-price rule, if applicableapplicable to the 2024A Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail 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 hold-the-offering-price rule, if applicableapplicable to the 2024A Bonds, as set forth in the retail third- party distribution agreement and the related pricing wires. The Authority and the City Successor Agency further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding to comply with the requirements for establishing issue price of the 2024A Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule as rule, if applicable to the 2024A Bonds.
(df) The Underwriter acknowledges that sales of any 2024A Bonds to any person that is a related party to an underwriter participating in the Underwriter 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 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City Issuer at Closing an “issue price” or similar certificate, 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 AuthorityIssuer and Xxxxxxxxx Xxxxxxx, the City and LLP (“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. All As applicable, all actions to be taken by the Authority and the City Issuer under this Section 3 section to establish the issue price of the Bonds may be taken on behalf of the Authority and the City Issuer by the CityIssuer’s municipal advisor identified herein and any notice or report to be provided to the Authority and the City Issuer may be provided to the CityIssuer’s municipal advisor.
(b) The Authority and Except as otherwise set forth in the City Schedule attached hereto, the Issuer 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, 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 Issuer 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 Authority and 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 Date (as such term is hereinafter defined) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) [The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in the Schedule attached hereto, except as otherwise set forth therein. The Schedule also sets forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Issuer and the Underwriter, agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer 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 shall promptly advise the Issuer 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 that occurs prior to the close of the fifth (5th) business day after the sale date.]
(d) [(c)] The Underwriter confirms that any selling group agreement and any 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 retail distribution agreement, as applicable, to 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 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 Underwriter. The Authority and the City acknowledge Issuer acknowledges that, in making the representation set forth in this subsection, 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 hold-hold- the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City Issuer further acknowledge 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-broker- dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to the Bonds.
(e) [(d) )] The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the an Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) A. The Underwriter agrees to assist the Authority and the City Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City Community Facilities District at Closing an “issue price” or similar certificate, 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 Authority, the City Community Facilities 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 Bonds. All actions to be taken by the Authority and the City Community Facilities District under this Section 3 section to establish the issue price of the Bonds may be taken on behalf of the Authority and the City Community Facilities District by the CityCommunity Facilities District’s municipal advisor Municipal Advisor identified herein and any notice or report to be provided to the Authority and the City Community Facilities District may be provided to the CityCommunity Facilities District’s municipal advisorMunicipal Advisor.
(b) The Authority and B. Except as otherwise set forth in 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% test”) ), 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 Authority and 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 has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority and 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 Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) C. 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, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% 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 Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities 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-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:
(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 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 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 retail 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 retail third-party distribution agreement, as applicable, to :
(A) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allotted allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it until have been sold or it is notified by 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 rulematurity, if applicable, in each case if and for so long as directed by the Underwriter. The Authority and the City acknowledge provided that, in making the representation set forth in this subsection, reporting obligation after the Closing Date may be reasonable periodic intervals or otherwise upon request of the Underwriter will rely on and
(iii) 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 hold-the-offering-price rule, if applicable, if and for so long as set forth in a selling group agreement and directed by the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3. Further, for purposes of this Section 3:Underwriter,
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City District in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City District at Closing an “issue price” or similar certificate, 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 Authority, the City District and Bond CounselCounsel (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 Authority and the City District under this Section 3 to establish the issue price of the Bonds may be taken on behalf of the Authority and the City District by the CityDistrict’s municipal advisor identified herein advisor, Xxxx Advisors, a Division of Urban Futures, Inc. (the “Municipal Advisor”), and any notice or report to be provided to the Authority and the City District may be provided to the CityDistrict’s municipal advisorMunicipal Advisor.
(b) The Authority and Except as otherwise set forth in 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% test”) 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 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 Authority and 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 Date (as defined herein) 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 maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or until all otherwise upon request of the District or Bond Counsel (as defined herein). For purposes of this Section, if Bonds of mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold to will be treated as a separate maturity of the publicBonds.
(c) 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 which the Underwriter represents that (i) the 10% 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 District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the 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-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:
(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 will advise the 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 to the public.
(d) The Underwriter confirms that:
(1) any selling group agreement and any retail 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 retail third- party distribution agreement, as applicable:
(i) 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 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 has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the- offering-price rule, if applicable, if and for so long as directed by the Underwriter,
(ii) 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
(iii) 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.
(e) 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 allotted allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter or the dealer that either the 10% test has been satisfied as to the Bonds of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter or the dealer, and (B) comply with the hold-the-offering-offering- price rule, if applicable, in each case if and for so long as directed by the Underwriter. Underwriter or the dealer and as set forth in the related pricing wires.
(f) The Authority and the City acknowledge District acknowledges that, in making the representation representations set forth in this subsectionSection, 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 applicableapplicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail 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 applicableapplicable to the Bonds, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(dg) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the Underwriter 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 3Section. Further, for purposes of this Section 3Section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority Borrower and the City Authority in establishing the issue price of the Series 2023A Bonds and shall execute and deliver to the Authority Borrower and the City at Authority on the Closing an “issue price” or similar certificateDate a certificate in the form of Exhibit D hereto, 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 Authority, 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 Series 2023A 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) The Authority Except as otherwise set forth on Schedule I hereto, the Borrower and the City Authority will treat the first price at which 10% of each maturity of the Series 2023A Bonds (the “10% test”) 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 Borrower and the City Authority, with a copy to the State Treasurer, the price or prices at which it the Underwriter has sold to the public each maturity of Series 2023A Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2023A Bonds, the Underwriter agrees to promptly report to the Authority Borrower and the City Authority, with a copy to the State Treasurer, the prices at which it sells the unsold Series 2023A Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Series 2023A Bonds of that maturity or until all Series 2023A Bonds of that maturity have been sold to the public.
(c) The Underwriter confirms that it has offered the Series 2023A Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial 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 Series 2023A Bonds for which the 10% test has not been satisfied and for which the Borrower and the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Borrower and 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 Series 2023A Bonds, the Underwriter will neither offer nor sell unsold Series 2023A 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:
(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 Series 2023A 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 Borrower and the Authority when the Underwriter has sold 10% of that maturity of the Series 2023A 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. The Authority and the Borrower acknowledge that, in making the representation set forth in this Subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Series 2023A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, as set forth in a selling group agreement and any the related pricing wire(s), and (ii) in the event that the Underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the Series 2023A Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, as set forth in the retail distribution agreement and the related pricing wire(s). The Authority and the Borrower further acknowledge that each underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule and that each underwriter shall 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Series 2023A Bonds.
(d) The Underwriter confirms that any selling group agreement relating to the initial sale of the Series 2023A 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 retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Series 2023A Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Series 2023A Bonds of that maturity or all Series 2023A 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 Underwriter. The Authority and the City acknowledge acknowledges that, in making the representation set forth in this subsectionSubsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Series 2023A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-the- offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further acknowledge 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Series 2023A Bonds.
(de) The Underwriter acknowledges that sales the sale of any Series 2023A Bonds to any person that is a related party to the an Underwriter shall not constitute sales to the public for purposes of this Section 3Section. Further, for purposes of this Section 3Section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) a. The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Authority and City on or before the City at third (3rd) business day prior to the Closing Date an “issue price” or similar certificatecertificate (the “Issue Price Certificate”), together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit Appendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, 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. 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 Financial 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 advisorFinancial Advisor or to Bond Counsel.
b. The Underwriter confirms that it has offered all of the Bonds of each maturity to the public on or before the date of this Agreement at the respective offering price (b) the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set forth therein. The Authority and 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 of the sale date as the issue price of that maturity (if the “10% test”). At or promptly after the execution of this Agreement, the Underwriter shall report to the City on Schedule A to the Issue Price Certificate the first price at which the Underwriter has sold to the public each maturity of the Bonds and shall identify to the City on Schedule A to the Issue Price Certificate those maturities of the Bonds for which the 10% test has not been satisfied. If different interest rates coupons 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 treated as a separate maturity for this Bond Purchase Agreement, purpose.
c. The City and the Underwriter agree that the restrictions set forth in the next sentence shall report apply to those maturities of the Authority and the City the price or prices at Bonds for which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied met as of the date of this Agreement, 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 agrees to promptly report to the Authority and the City the prices at which it sells the 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. That reporting obligation The Underwriter shall continue, whether or not promptly advise the Closing Date City when the Underwriter has occurred, until the sold 10% test has been satisfied as to the Bonds of that maturity or until all of the Bonds of to the public at a price that maturity have been sold is no higher than the initial offering price to the public, if such sale occurs prior to the close of the fifth (5th) business day after the sale date.
(c) d. The Underwriter confirms that any selling group agreement and any retail each 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 retail third-party 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 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-the- offering-price rule, if applicable, in each case if and for so long as directed by the UnderwriterUnderwriter and as set forth in the related pricing wires, (B) 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, and (C) 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. The Authority and the City acknowledge acknowledges that, in making the representation set forth in this subsection, 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 hold-the-offering-offering- price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail 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 hold-the-offering-price rule, if applicable, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to the Bonds.
(d) e. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3Section. Further, for purposes of this Section 3Section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) a. The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Authority and City on or before the City at Closing Date an “issue price” or similar certificatecertificate (the “Issue Price Certificate”), together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit Appendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, 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. 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 Financial 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 advisorFinancial Advisor.
b. The Underwriter confirms that it has offered all the Bonds of each maturity to the public on or before the date of this Agreement at the respective offering price (b) the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set forth therein. The Authority and 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 of the sale date as the issue price of that maturity (if the “10% test”). At or promptly after the execution of this Agreement, the Underwriter shall report to the City on Schedule A to the Issue Price Certificate the first price at which the Underwriter has sold to the public each maturity of Bonds and shall identify to the City on Schedule A to the Issue Price Certificate those maturities of the Bonds for which the 10% test has not been satisfied. If different interest rates coupons 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 treated as a separate maturity for this Bond Purchase Agreement, purpose.
c. The City and the Underwriter agree that the restrictions set forth in the next sentence shall report apply to those maturities of the Authority and the City the price or prices at Bonds for which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied met as of the date of this Agreement, 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 agrees to promptly report to the Authority and the City the prices at which it sells the 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. That reporting obligation The Underwriter shall continue, whether or not promptly advise the Closing Date City when the Underwriter has occurred, until the sold 10% test has been satisfied as to the Bonds of that maturity or until all of the Bonds of to the public at a price that maturity have been sold is no higher than the initial offering price to the public, if such sale occurs prior to the close of the fifth (5th) business day after the sale date.
(c) d. The Underwriter confirms that any selling group agreement and any retail each 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 group, and each broker-dealer that is a party to such retail third-party 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 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 UnderwriterUnderwriter and as set forth in the related pricing wires, (B) 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, and (C) 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. The Authority and the City acknowledge acknowledges that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail 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 hold-the-the- offering-price rule, if applicable, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City further acknowledge 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-broker- dealer that is a party to a retail third-party distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to the Bonds.
(d) e. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3Section. Further, for purposes of this Section 3Section:
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 Authority and the City District in establishing the issue price of the Bonds Certificates and shall execute and deliver to the Authority and the City District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit BD, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City District and Bond 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 Authority and the City District under this Section 3 section to establish the issue price of the Bonds Certificates may be taken on behalf of the Authority and the City District by the CityDistrict’s municipal advisor identified herein and any notice or report to be provided to the Authority and the City District may be provided to the CityDistrict’s municipal advisor.
(b) The Authority and Except as otherwise set forth in Exhibit C attached hereto, the City District will treat the first price at which 10% of each maturity of the Bonds Certificates (the “10% test”) 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 Authority and 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 has not been satisfied as to any maturity of the BondsCertificates, the Underwriter agrees agree to promptly report to the Authority and 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 Date has occurred, until either (i) the Underwriter has sold all Certificates of that maturity or (ii) the 10% test has been satisfied as to the Bonds Certificates of that maturity maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or until all Bonds otherwise upon request of the District or Special Counsel. For purposes of this Section, if Certificates mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold to will be treated as a separate maturity of the publicCertificates.
(c) The Underwriter confirms that it has offered the Certificates to the public on or before the date of this Purchase Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit C attached hereto, except as otherwise set forth therein. Exhibit C also sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Certificates for which the 10% test has not been satisfied and for which the District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the 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-the-offering-price rule remains applicable to any maturity of the Certificates, the Underwriter will neither offer nor sell unsold Certificates 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:
(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 Certificates to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the 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 Certificates to the public at a price that is no higher than the initial offering price to the public.
(d) The Underwriter confirms that:
(1) any selling group agreement and any retail 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 retail third-party distribution agreement, as applicable:
(A) (i) to report the prices at which it sells to the public the unsold Certificates of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Certificates 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 Certificates of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) 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 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 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.
(2) any selling group agreement relating to the initial sale of the 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 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 allotted allocated to it, whether or not the Closing Date has occurred, until either all Certificates of that maturity allocated to it until have been sold or it is notified by the Underwriter or the dealer that either the 10% test has been satisfied as to the Bonds Certificates of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Authority and the City acknowledge District acknowledges that, in making the representation representations set forth in this subsectionsection, 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 Certificates, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicableapplicable to the Certificates, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail 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 Certificates, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicableapplicable to the Certificates, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City District further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding to comply with the requirements for establishing issue price of the Certificates, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule as rule, if applicable to the BondsCertificates.
(df) The Underwriter acknowledges that sales of any Bonds Certificates to any person that is a related party to an Underwriter participating in the Underwriter initial sale of the Certificates to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Purchase Contract
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City Issuer in establishing the issue price of the Bonds Obligations and shall execute and deliver to the Authority and the City Issuer at Closing 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 B, with such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City Issuer and Bond 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 Authority and the City Issuer under this Section 3 section to establish the issue price of the Bonds Obligations may be taken on behalf of the Authority and the City Issuer by the CityIssuer’s municipal advisor identified herein and any notice or report to be provided to the Authority and the City Issuer may be provided to the CityIssuer’s municipal advisor.]
(b) The Authority and [Except for the City maturities set forth in the Schedule attached hereto,] the Issuer represents that it will treat the first price at which 10% of each maturity of the Bonds Obligations (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 Obligation Purchase Agreement, the Underwriter shall report to the Authority and 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 has not been satisfied as to any maturity of the BondsObligations, the Underwriter agrees to promptly report to the Authority and 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 Date has occurred, until either (i) all Obligations of that maturity have been sold or (ii) the 10% test has been satisfied as to the Bonds Obligations of that maturity maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or until all Bonds otherwise upon request of the Underwriter, the Issuer or Special Counsel.] For purposes of this Section, if Obligations mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold to will be treated as a separate maturity of the publicObligations.
(c) The Underwriter confirms that the Underwriter has offered the Obligations to the public on or before the date of this Obligation Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in the Schedule attached hereto, except as otherwise set forth therein. The Schedule attached hereto also sets forth, as of the date of this Obligation Purchase Agreement, the maturities, if any, of the Obligations for which the 10% Test has not been satisfied and for which the Issuer and the Underwriter agrees that the restrictions set forth in the next sentence shall apply, which will allow the Issuer 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 Obligations, the Underwriter will neither offer nor sell unsold Obligations 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 Obligations to the public at a price that is no higher than the initial offering price to the public.] The Underwriter will advise the 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 Obligations to the public at a price that is no higher than the initial offering price to the public. [(c)][(d)] The Underwriter confirms that:
(i) any selling group agreement and any retail 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 retail third-party distribution agreement, as applicable, to :
(A) (i) to report the prices at which it sells to the public the unsold Bonds Obligations of each maturity allotted allocated to it until either all Obligations of that maturity allocated to it have been sold or it is notified by the Underwriter that either the 10% test Test has been satisfied as to the Bonds Obligations of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter, and (Bii) to comply with the hold-hold- the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Authority and ,
(B) to promptly notify the City acknowledge Underwriter of any sales of Obligations that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in making the representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with 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 Obligations to the public, the agreement of each dealer who is a member of the selling group to comply together with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event contains or will contain language obligating each dealer that is a retail party to a third-party distribution agreement was to be employed in connection with the initial sale of the Bonds Obligations to the public, the agreement of public to require each broker-dealer that is a party to such third-party distribution agreement to comply with (A) report the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales prices at which it sells to the public for purposes the unsold Obligations of this Section 3. Furthereach maturity allocated to it, for purposes whether or not the Closing Date has occurred, until either all Obligations of this Section 3: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 Obligations of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or dealer and
Appears in 1 contract
Samples: Obligation Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds Certificates and shall execute and deliver to the Authority and the City at Closing (defined below) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit BA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City and Xxxxxxxxx Xxxxxxx, LLP as bond counsel (“Bond 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 Authority and the City under this Section 3 section to establish the issue price of the Bonds Certificates 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) The Authority and Except as otherwise set forth in the Schedule hereto, the City will treat the first price at which 10% of each maturity of the Bonds Certificates (the “10% test”) 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 BondsCertificates. If at that time the 10% test has not been satisfied as to any maturity of the BondsCertificates, the Underwriter agrees to promptly report to the Authority and the City 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 Date has occurred, until the 10% test has been satisfied as to the Bonds Certificates of that maturity or until all Bonds Certificates of that maturity have been sold to the public.
(c) The Underwriter confirms that it has offered the Certificates to the public on or before the date of this Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in the Schedule hereto, except as otherwise set forth therein. The Schedule hereto also sets forth, as of the date of this Agreement, the maturities, if any, of the Certificates 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 Certificates, the Underwriter will neither offer nor sell unsold Certificates 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 Certificates to the public at a price that is no higher than the initial offering price to the public. The Underwriter shall promptly advise the City 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.
(d) The Underwriter confirms that any selling group agreement and any 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 retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds Certificates of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds Certificates of that maturity or all Bonds Certificates 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 Underwriter. The Authority and the City acknowledge acknowledges that, in making the representation set forth in this subsection, 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 hold-the-the- offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further acknowledge 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to the BondsCertificates.
(de) The Underwriter acknowledges that sales of any Bonds Certificates to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3Section. Further, for purposes of this Section 3Section:
Appears in 1 contract
Samples: Certificate Purchase Agreement
Establishment of Issue Price. (a) A. The Underwriter agrees to assist the Authority and the City Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City Community Facilities District at Closing an “issue price” or similar certificate, 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 Authority, the City Community Facilities 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 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) The Authority and B. Except as otherwise set forth in 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% test”) ), 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 Authority and 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 has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority and 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 Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) C. 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, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% 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 Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities 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-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:
(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 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 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 retail 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 retail third-party distribution agreement, as applicable, to :
(A) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allotted allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it until have been sold or it is notified by 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 rulematurity, if applicable, in each case if and for so long as directed by the Underwriter. The Authority and the City acknowledge provided that, in making the representation set forth in this subsection, reporting obligation after the Closing Date may be reasonable periodic intervals or otherwise upon request of the Underwriter will rely on and
(iii) 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 hold-the-offering-price rule, if applicable, if and for so long as set forth in a selling group agreement and directed by the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3. Further, for purposes of this Section 3:Underwriter,
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 Authority and the City Issuer in establishing the issue price of the Bonds Notes and shall execute and deliver to the Authority and the City Issuer at Closing (as hereinafter defined) an “issue price” or similar certificate, together with the supporting pricing wires wire(s) or equivalent communications, substantially in the form attached hereto as Exhibit BA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Authority, the City Issuer and Bond CounselCounsel (as 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 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 advisorNotes.
(b) The Authority and the City Issuer will treat the first price at which 10% of each maturity of the Bonds Notes (the “10% test”) 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 Exhibit A attached hereto sets forth, as of the execution date 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 has not been satisfied as to any maturity maturities of the Bonds, the Underwriter agrees to promptly report to the Authority and the City the prices at Notes for which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to (the Bonds of that maturity “10% Test Maturities”) and the price or until all Bonds of that maturity prices at which the Underwriters have been sold such 10% Test Maturities to the public. As shown on Exhibit A, all of the maturities are 10% Test Maturities.
(c) The Underwriter Representative confirms that that:
(i) any agreement among underwriters, any selling group agreement and any retail each third- party distribution agreement (to which the Representative is a party) 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 underwriter, each dealer who is a member of the selling group and each broker-dealer that is a party to such retail third-party distribution agreement, as applicable:
(A) (i) to report the prices at which it sells to the public the unsold Notes of each maturity allocated to it, whether or not the Closing Date (as hereinafter defined) has occurred, until either all Notes of that maturity allocated to it have been sold or it is notified by the Representative that the 10% test has been satisfied as to the Notes of that maturity, provided that the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Representative and as set forth in the related pricing wires,
(B) to promptly notify the Representative of any sales of Notes that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Notes 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 Representative shall assume that each order submitted by an underwriter, dealer or broker-dealer is a sale to the public.
(ii) any agreement among underwriters or selling group agreement relating to the initial sale of the Notes to the public, together with the related pricing wires, contains or will contain language obligating each underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Notes 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 Notes of each maturity allotted allocated to it, whether or not the Closing Date has occurred, until either all Notes of that maturity allocated to it until have been sold or it is notified by the Underwriter Representative or such underwriter or dealer that either the 10% test has been satisfied as to the Bonds Notes of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Representative or such underwriter or dealer, and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. Representative or the Underwriter or the dealer and as set forth in the related pricing wires.
(d) The Authority and the City acknowledge Issuer acknowledges that, in making the representation representations set forth in this subsectionSection, the Underwriter Representative will rely on (i) the agreement of each underwriter to comply with the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Notes, 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 Notes 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 Notes, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicableapplicable to the Notes, 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 retail 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 Notes to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with the hold- the-offering-price rule, if applicable to the Notes, as set forth in the third-party distribution agreement and the related pricing wires. The Issuer further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicableapplicable to the Notes, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further acknowledge that the 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding to comply with the requirements for establishing the issue price of the Notes, including, but not limited to, its agreement to comply with the hold-the- offeringthe-offering- price rule as rule, if applicable to the BondsNotes.
(de) The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds Notes to any person that is a related party to the an Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Note Purchase Agreement
Establishment of Issue Price. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the Authority and the City District in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City District at Closing 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 BSchedule B to Appendix C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Authority, 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 Bonds. All actions to be taken by the Authority and the City District under this Section 3 to establish the issue price of the Bonds may be taken on behalf of the Authority and District by Xxxxxxxxx XxXxxxxx Xxxxx & Co., LLC, the City by the CityDistrict’s municipal advisor identified herein advisor, and any notice or report to be provided to the Authority and the City District may be provided to the CityDistrict’s municipal munic ipal advisor.
(b) The Authority and Except as otherwise set forth in Appendix A hereto, the City District will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) 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 Authority and 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 has not been satisfied as to any maturity of the Bonds, the Underwriter Representative agrees to promptly report to the Authority and 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 Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) The Underwriter Representative confirms that the Underwriters have offered the Bonds to the public on or before the date of this Purchase Agreement at the offering price or prices (the “init ia l offering price”), or at the corresponding yield or yields, set forth in Appendix A attached hereto, except as otherwise set forth therein. Appendix A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the District and the Underwriters agree that the restrictions set forth in the next sentence shall apply, which will allow the 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-the-offering-price rule remains applicable to any maturity of the Bonds, the 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 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 Underwriters have sold at least 10% of that maturit y of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Representative shall promptly advise the District when the 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, if that occurs prior to the close of the fifth (5th) business day after the sale date.
(d) The Underwriters confirm that any selling group agreement and any retail 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 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 Underwriter Underwriters 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-offering- price rule, if applicable, in each case if and for so long as directed by the UnderwriterUnderwriters. The Authority and the City acknowledge District acknowledges that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City District further acknowledge 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to the Bonds.
(de) The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to the either Underwriter shall not constitute sales to the public for purposes of this Section 3Section. Further, for purposes of this Section 3Section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City Successor Agency in establishing the issue price of the 2017A Bonds and shall execute and deliver to the Authority and Successor Agency on the City at Closing 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 B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City Successor Agency 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 2017A 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) The Authority and [Except as otherwise set forth in Schedule 1 attached 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”” [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, 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 has not been satisfied as to any maturity of the 2017A Bonds, the Underwriter agrees to promptly report to the Authority and Successor Agency or to the City 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 Date has occurred, until the 10% test has been satisfied as to the 2017A Bonds of that maturity or until all 2017A Bonds of that maturity have been sold to the publicsold.
(c) The Underwriter confirms that any selling group agreement and any retail distribution agreement relating Schedule 1 attached to Exhibit B sets forth the initial sale maturities, if any, of the 2017A 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 retail distribution agreement, as applicable, to (A) report the prices at for which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has not been satisfied as and for which the Successor Agency and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Successor Agency to treat the initial offering price to the Bonds public of each such maturity as of the sale date as the issue price of that maturity or all Bonds of that maturity have been sold to (the public and (B) comply with “hold-the-offering-price rule”). So long as the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by rule remains applicable to any maturity of the Underwriter. The Authority and the City acknowledge that, in making the representation set forth in this subsection2017A Bonds, the Underwriter will rely neither offer nor sell 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) in the event 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 selling group has been created in connection with price that is no higher than the initial sale offering price to the public. The Underwriter shall promptly advise the 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 agreement of each dealer who is a member close of the selling group to comply with fifth (5th) business day after the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bondsdate.
(d) The Underwriter acknowledges that sales of any 2017A Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3. Further, for purposes of this Section 3:Section
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City at Closing an “issue price” or similar certificatecertificate substantially in the form attached hereto as Exhibit D, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with modifications to such modifications certificate as may be deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City Authority 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. 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) The Except as otherwise set forth in Exhibit A attached hereto, the Authority and 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 (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 Exhibit A attached hereto sets forth 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 has not been satisfied as to any maturity maturities of the Bonds, the Underwriter agrees to promptly report to the Authority and the City the prices at Bonds for which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to of the Bonds date of that maturity or until all Bonds of that maturity this Purchase Contract (the “10% Test Maturities”) and the prices at which the Underwriters have been sold such 10% Test Maturities to the public.
(c) The Underwriter confirms the Bonds have been offered to the public on or before the date of this Purchase Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in the final official statement. Exhibit A sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Bonds for which the 10% test has not been satisfied as of the date of this Purchase Contract (the “Held Maturities”). The Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply to the Held Maturities, 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, 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:
(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 or the Authority’s municipal advisor when the Underwriter 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 that occurs prior to the close of the fifth (5th) business day after the sale date.
(d) The Underwriter confirms that any selling group agreement and any retail 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 retail third-party 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 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 Underwriter. The Authority and the City acknowledge acknowledges that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail 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 hold-the-offering-price rule, if applicable, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to the Bonds.
(de) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the an Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Purchase Contract
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority City and the City Xxxxxxx & Bell, P.C., Kansas City, Missouri (“Special Counsel”) in establishing the issue price of the Bonds Series 2019 Certificates and shall execute and deliver to the Authority and the City at the Closing Date (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 B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City 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. 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 advisorSeries 2019 Certificates.
(b) The Authority and the City will treat the first price or prices at which 10% of each maturity of the Bonds Series 2019 Certificates (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% testTest). At or promptly after the execution of this Bond Certificate Purchase Agreement, the Underwriter shall report to the Authority and the City the first price or prices at which it has sold to the public each maturity 10% of Bondsthe Series 2019 Certificates. If at that time as of the execution of this Certificate Purchase Agreement the 10% test Test has not been satisfied as to any maturity of the BondsSeries 2019 Certificates, the Underwriter agrees to promptly report to the Authority and City the prices at which it subsequently sells Series 2019 Certificates of that maturity to the public until the 10% Test is satisfied. In either case, if Series 2019 Certificates constituting the first 10% of a certain maturity are sold at different prices, the Underwriter shall report to the City the prices at which it Series 2019 Certificates of such maturity are sold until the Underwriter sells 10% of the unsold Bonds Series 2019 Certificates of that such maturity to the publicat a single price. That The Underwriter’s reporting obligation shall continuecontinue as set forth above, whether or not the Closing Date Time (as defined herein) has occurred, until . In the event the Underwriter does not meet the 10% test has been satisfied as Test for each Maturity, the Underwriter will comply with the “Hold-The-Offering-Price Rule” for the remaining maturities, and shall notify the City which maturities will be subject to the Bonds “Hold-The-Offering-Price Rule.” The Underwriter shall (i) confirm that the underwriters have offered or will offer the Series 2019 Certificates to the public on or before the date of award at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, and (ii) agree, on behalf of the underwriters participating in the purchase of the Series 2019 Certificates, that the underwriters will neither offer nor sell unsold Series 2019 Certificates of any maturity to which the Hold-The- Offering-Price Rule shall apply 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: the close of the fifth (5th) business day after the sale date; or the date on which the underwriters have sold at least 10% of that maturity or until all of the Bonds of to the public at a price that maturity have been sold is no higher than the initial offering price to the public.
(c) The Underwriter confirms that any selling group agreement and any 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 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 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 Underwriter. The Authority and the City acknowledge that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds Series 2019 Certificates to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Certificate Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City Issuer at Closing an “issue price” or similar certificate, 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 Authority, the City Issuer 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. All As applicable, all actions to be taken by the Authority and the City Issuer under this Section 3 section to establish the issue price of the Bonds may be taken on behalf of the Authority and the City Issuer by the CityIssuer’s municipal advisor identified herein and any notice or report to be provided to the Authority and the City Issuer may be provided to the CityIssuer’s municipal advisor.
(b) The Authority and Except as otherwise set forth in Schedule II attached hereto, the City Issuer 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, 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 Issuer 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 Authority and 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 Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule II attached hereto, except as otherwise set forth therein. Schedule II also sets forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Issuer and the Underwriter, agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer 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:
(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 Issuer 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 that occurs prior to the close of the fifth (5th) business day after the sale date.]
(d) The Underwriter confirms that any selling group agreement and any 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 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 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 Underwriter. The Authority and the City acknowledge that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3. Further, for purposes of this Section 3:and
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City District in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City District at Closing an “issue price” or similar certificate, 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 Authority, the City District and Bond CounselCounsel (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 Authority and the City District under this Section 3 section to establish the issue price of the Bonds may be taken on behalf of the Authority and the City District by the CityDistrict’s municipal advisor identified herein financial advisor, Xxxxxxxx, Xxxxxx & Associates, Inc. (the “Financial Advisor”), and any notice or report to be provided to the Authority and the City District may be provided to the CityDistrict’s municipal advisorFinancial Advisor.
(b) The Authority and Except as otherwise set forth in 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% test”) 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 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 Authority and 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 Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) 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 which the Underwriter represents that (i) the 10% 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 District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the 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-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:
(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 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 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 any selling group agreement and any 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 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 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 Underwriter. The Authority and the City acknowledge District acknowledges that, in making the representation set forth in this subsection, 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 hold-the-the- offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(de) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
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 Authority and the City County in establishing the issue price of the Bonds Certificates and shall execute and deliver to the Authority and the City County at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit BH, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City County and Bond 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 Authority and the City County under this Section 3 to establish the issue price of the Bonds Certificates may be taken on behalf of the Authority and the City County by the CityCounty’s municipal advisor identified herein and any notice or report to be provided to the Authority and the City County may be provided to the CityCounty’s municipal advisor.
(b) The Authority and . Certain terms used in this Section are defined below. [Except as otherwise set forth in Exhibit G attached hereto,] the City County will treat the first price at which 10% of each maturity of the Bonds Certificates (the “10% testTest”) ), 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% testTest). At or promptly after the execution of this Bond Purchase AgreementContract, the Underwriter shall report to the Authority and 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 Test has not been satisfied as to any maturity of the Bonds, Certificates,] the Underwriter agrees to promptly report to the Authority and 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 Date has occurred, until the 10% test Test has been satisfied as to the Bonds Certificates of that maturity or until all Bonds Certificates of that maturity have been sold to the public.. The Underwriter confirms that it has offered the Certificates to the public on or before the date of this Purchase Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Exhibit G attached hereto, except as otherwise set forth therein. Exhibit G also sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Certificates for which the 10% Test has not been satisfied and for which the County and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the County 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 Certificates, the Underwriter will neither offer nor sell unsold Certificates 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:
(c1) 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 Certificates to the public at a price that is no higher than the initial offering price to the public. The Underwriter shall promptly advise the 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. The Underwriter confirms that any selling group agreement and any 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 retail distribution agreement, as applicable, to (A1) report the prices at which it sells to the public the unsold Bonds Certificates of each maturity allotted to it until it is notified by the Underwriter that either the 10% test Test has been satisfied as to the Bonds applicable Certificates of that maturity or all Bonds such Certificates of that maturity have been sold to the public and (B2) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Authority and the City acknowledge County acknowledges that, in making the representation set forth in this subsectionparagraph, 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 hold-the-the- offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds Certificates to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3Section. Further, for purposes of this Section 3Section:
Appears in 1 contract
Samples: Certificate Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City District in establishing the issue price of the Bonds Notes and shall execute and deliver to the Authority and the City District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit BA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City District and Bond CounselCounsel (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 BondsNotes. All actions to be taken by the Authority and the City District under this Section 3 section to establish the issue price of the Bonds Notes may be taken on behalf of the Authority and the City District by the CityDistrict’s municipal advisor identified herein advisor, Xxxx Xxxxx & Company (the “Municipal Advisor”), and any notice or report to be provided to the Authority and the City District may be provided to the CityDistrict’s municipal advisorMunicipal Advisor.
(b) The Authority and Except as otherwise set forth in Section 2, the City District will treat the first price (meaning single) at which 10% of each the final (and only) maturity of the Bonds Notes (the “10% test”) 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)Notes. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Authority and the City District the price or prices at which it has sold the Notes to the public each maturity of Bondspublic. If at that time the 10% test has not been satisfied as to any maturity of the BondsNotes, the Underwriter agrees to promptly report to the Authority and the City District the prices at which it sells the unsold Bonds of that maturity Notes to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until the 10% test has been satisfied as to the Bonds of that maturity Notes or until all Bonds of that maturity Notes have been sold to the public.
(c) The Underwriter confirms that it has offered the Notes to the public on or before the date of this Purchase Agreement at the offering price (the “initial offering price”), or at the corresponding yield, set forth in Section 2 hereof, except as otherwise set forth therein. Section 2 also sets forth, as of the date of this Purchase Agreement, the Underwriter’s representation as to whether (i) the 10% test has been satisfied (assuming orders are confirmed by the end of the day immediately following the day of execution of this Purchase Agreement) or (ii) the 10% test has not been satisfied and for which the District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the District to treat the initial offering price to the public as of the sale date as the issue price of the Notes (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to the Notes, the Underwriter will neither offer nor sell unsold Notes 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:
(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 the Notes to the public at a price that is no higher than the initial offering price to the public. The Underwriter shall promptly advise the 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.
(d) The Underwriter confirms that any selling group agreement and any 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 retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds of each maturity Notes allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity Notes or all Bonds of that maturity Notes 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 Underwriter. The Authority and the City acknowledge District acknowledges that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(de) The Underwriter acknowledges that sales of any Bonds Notes to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Note Purchase Contract
Establishment of Issue Price. (a) The Underwriter Representative agrees to assist the Authority and the City District in establishing the issue price of the Refunding Bonds and shall execute and deliver to the Authority and the City District at Closing an “issue price” or similar certificate[, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, Schedule B to Appendix C,] with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterUnderwriters, the Authority, 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 Refunding Bonds. All actions to be taken by the Authority and the City District under this Section 3 to establish the issue price of the Refunding Bonds may be taken on behalf of the Authority and District by Xxxx Advisors, a Division of Urban Futures, Inc., the City by the CityDistrict’s municipal advisor identified herein advisor, and any notice or report to be provided to the Authority and the City District may be provided to the CityDistrict’s municipal advisor.
(b) The Authority and [Except as otherwise set forth in Appendix A hereto,] the City District will treat the first price at which 10% of each maturity of the Refunding Bonds (the “10% test”) 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 Authority and 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 has not been satisfied as to any maturity of the Refunding Bonds, the Underwriter agrees Underwriters agree to promptly report to the Authority and 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 Date has occurred, until the 10% test has been satisfied as to the Refunding Bonds of that maturity or until all Refunding Bonds of that maturity have been sold to the public.
(c) The Underwriter confirms Underwriters confirm that the Underwriters have offered the Refunding Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Appendix A attached hereto, except as otherwise set forth therein. [Appendix A also sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Refunding Bonds for which the 10% test has not been satisfied and for which the District and the Underwriters agree that the restrictions set forth in the next sentence shall apply, which will allow the 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-the-offering-price rule remains applicable to any maturity of the Refunding Bonds, the 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 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 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 to the public. The Underwriters shall promptly advise the 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.
(d) The Underwriters confirm that any selling group agreement and any retail 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 retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Refunding Bonds of each maturity allotted to it until it is notified by the Underwriter Underwriters that either the 10% test has been satisfied as to the Refunding Bonds of that maturity or all Refunding 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 Underwriter. The Authority and the City acknowledge that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3. Further, for purposes of this Section 3:and
Appears in 1 contract
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City 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 BA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City and Bond CounselCounsel (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 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) The Authority and 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% 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 Date 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 maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals or until all otherwise upon request of the City or Bond Counsel. For purposes of this Section, if Bonds of mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold to will be treated as a separate maturity of the publicBonds.
(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 retail 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 retail third-party distribution agreement, as applicable:
(A) (i) 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 (ii) 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 allotted allocated to it, whether or not the Closing Time has occurred, until either all Bonds of that maturity allocated to it until have been sold or 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 maturity, provided that, the reporting obligation after the Closing Time may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter or the dealer, 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. Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Authority and the City acknowledge acknowledges that, in making the representation representations set forth in this subsectionsection, 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 holdrequirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-theThe-offeringOffering-price rulePrice Rule, if applicableapplicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail 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 holdrequirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-theThe-offeringOffering-price rulePrice Rule, if applicableapplicable to the Bonds, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding to comply with the holdrequirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold-the- offeringThe-price rule as Offering-Price Rule, if applicable to the Bonds.
(df) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the Underwriter 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 3section. Further, for purposes of this Section 3section:
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 Authority and the City County in establishing the issue price of the Bonds Certificates and shall execute and deliver to the Authority and the City County at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit BH, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City County and Bond 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 Authority and the City County under this Section 3 to establish the issue price of the Bonds Certificates may be taken on behalf of the Authority and the City County by the CityCounty’s municipal advisor identified herein and any notice or report to be provided to the Authority and the City County may be provided to the CityCounty’s municipal advisor.
(b) The Authority and . Certain terms used in this Section are defined below. [Except as otherwise set forth in Exhibit G attached hereto,] the City County will treat the first price at which 10% of each maturity of the Bonds Certificates (the “10% testTest”) ), 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% testTest). At or promptly after the execution of this Bond Purchase AgreementContract, the Underwriter shall report to the Authority and 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 Test has not been satisfied as to any maturity of the Bonds, Certificates,] the Underwriter agrees to promptly report to the Authority and 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 Date has occurred, until the 10% test Test has been satisfied as to the Bonds Certificates of that maturity or until all Bonds Certificates of that maturity have been sold to the public.. The Underwriter confirms that it has offered the Certificates 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 G attached hereto, except as otherwise set forth therein. Exhibit G also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Certificates for which the 10% Test has not been satisfied and for which the County and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the County 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 Certificates, the Underwriter will neither offer nor sell unsold Certificates 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:
(c1) 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 Certificates to the public at a price that is no higher than the initial offering price to the public. The Underwriter shall promptly advise the 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. The Underwriter confirms that any selling group agreement and any 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 retail distribution agreement, as applicable, to (A1) report the prices at which it sells to the public the unsold Bonds Certificates of each maturity allotted to it until it is notified by the Underwriter that either the 10% test Test has been satisfied as to the Bonds applicable Certificates of that maturity or all Bonds such Certificates of that maturity have been sold to the public and (B2) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Authority and the City acknowledge County acknowledges that, in making the representation set forth in this subsectionparagraph, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds Certificates to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3Section. Further, for purposes of this Section 3Section:
Appears in 1 contract
Samples: Certificate Purchase Agreement
Establishment of Issue Price. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the Authority and the City Enterprise in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City Enterprise at Closing 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 B, with such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Authority, the City Enterprise 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. All actions to be taken by the Authority and the City Enterprise under this Section 3 section to establish the issue price of the Bonds may be taken on behalf of the Authority and Enterprise by Xxxxxx, Xxxxxxxx & Company, Incorporated, Denver, Colorado (the City by the City’s municipal advisor identified herein “Municipal Advisor”) and any notice or report to be provided to the Authority and the City Enterprise may be provided to the City’s municipal advisorMunicipal Advisor.
(b) The Authority and [Except for the City maturities identified as the “Hold-The-Offering-Price Maturities” in Schedule I attached hereto,] the Enterprise represents that it 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% testTest). At or promptly after [If, as of the execution of this Bond Purchase Agreementdate hereof, 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 BondsBonds for which the Enterprise has elected to utilize the 10% Test, the Underwriter Representative agrees to promptly report to the Authority and the City Enterprise 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 Date has occurred, until earlier of the date upon which the 10% test Test has been satisfied as to the Bonds of that maturity or maturities or the Closing Date.]] [(c) The Representative confirms that the Underwriters have 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 Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test has not been satisfied and for which the Enterprise and the Representative, on behalf of the Underwriters, agrees that the restrictions set forth in the next sentence shall apply (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the 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 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 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.] [(c)][(d)] The Representative confirms that:
(i) any agreement among underwriters, any selling group agreement and 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- dealer that is a party to such third-party distribution agreement, as applicable:
(A) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it until either all Bonds of that maturity allocated to it have been sold or it is notified by the Representative that the 10% Test has been satisfied as to the Bonds of that maturity and (ii) to 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
(B) to promptly notify the 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),
(C) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker-dealer, the Representative shall assume that each order submitted by the Underwriter, dealer or broker-dealer is a sale to the public.
(cii) The Underwriter confirms that any agreement among underwriters and any selling group agreement and any 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 Underwriter that is a member party to a third-party distribution agreement to be employed in connection with the initial sale of the selling group and Bonds to the public to require each broker-broker- dealer that is a party to such retail third-party distribution agreement, as applicable, agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted allocated to it until either all Bonds of that maturity allocated to it have been sold or it is notified by the Representative or such Underwriter that either the 10% test 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-hold- the-offering-price rule, if applicable, in each case if and for so long as directed by the UnderwriterRepresentative or the Underwriters and as set forth in the related pricing wires. The Authority and the City acknowledge Enterprise acknowledges that, in making the representation representations set forth in this subsectionsection, 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 hold-the-the- offering-price rule, if applicableapplicable 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 retail 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 hold-the-offering-price rule, if applicable, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City Enterprise further acknowledge acknowledges that the each Underwriter shall be solely liable for its failure 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding 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- the-offering-price rule as rule, if applicable to the Bonds.
] [(d) d)][(e)] The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the Underwriter 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 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a1) The Underwriter agrees to assist the Authority and the City Issuer in establishing the issue price of the Bonds Obligations and shall execute and deliver to the Authority and 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 BA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City Issuer and Bond CounselSpecial Counsel (defined below), 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 advisorObligations.
(b2) The Authority and [Except as otherwise set forth in Schedule [II] attached hereto,] the City Issuer 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 (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 Authority and the City Issuer the price or prices at which it has sold to the public each maturity of BondsObligations. [If at that time the 10% test has not been satisfied as to any maturity of the BondsObligations, the Underwriter agrees to promptly report to the Authority and the City Issuer the prices at which it sells the unsold Bonds Obligations of that maturity to the public. That reporting obligation obligat ion shall continue, whether or not the date of Closing Date has occurred, until either (i) the Underwriter has sold all Obligations of that maturity or (ii) the 10% test has been satisfied as to the Bonds Obligations of that maturity, provided that, the Underwriter’s reporting obligation after the Closing may be at reasonable periodic intervals or otherwise upon request of the Issuer or Special Counsel.] For purposes of this Section, if 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 Obligations.
(3) [The Underwriter confirms that it has offered the Obligations to the public on or before the date of this Purchase Contract at the offering price or prices (the “init ia l offering price”), or at the corresponding yield or yields, set forth in Schedule [II] attached hereto, except as otherwise set forth therein. Schedule [II] also sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Obligations for which the 10% test has not been satisfied and for which the Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer 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 or until all Bonds (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Obligatio ns, the Underwriter will neither offer nor sell unsold Obligations of that maturity have been 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:
(A) the close of the fifth (5th) business day after the sale date; or
(B) the date on which the Underwriter has sold at least 10% of that maturity of the Obligations to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the 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 Obligations to the public at a price that is no higher than the initial offering price to the public.]
(c4) [The Underwriter confirms that that:
(A) any selling group agreement and any retail third-party distribution agreement relating to the initial sale of the Bonds Obligatio ns 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 retail third - party distribution agreement, as applicable:
(I) (i) to report the prices at which it sells to the public the unsold Obligations of each maturity allocated to it, whether or not the Closing has occurred, until either all 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 Obligations of that maturity, provided that, the reporting obligation after the Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the- offering-price rule, if applicable, if and for so long as directed by the Underwriter,
(II) to promptly notify the Underwriter of any sales of 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 Obligations to the public (each such term being used as defined below), and
(III) 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.]
(B) any selling group agreement relating to the init ia l sale of the 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 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 allotted allocated to it, whether or not the Closing has occurred, until either all Obligatio ns of that maturity allocated to it until have been sold or it is notified by the Underwriter or the dealer that either the 10% test has been satisfied as to the Bonds Obligations of that maturity maturity, provided that, the reporting obligation after the Closing may be at reasonable periodic interva ls or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. Underwriter or the dealer and as set forth in the related pricing wires.
(5) [The Authority and the City acknowledge Issuer acknowledges that, in making the representation representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds Obligations 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 Obligations, including, but not limited to, its agreement to comply with the hold-the-the- offering-price rule, if applicableapplicable to the Obligations, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail third-party distribution agreement was employed in connection with the initial sale of the Bonds Obligations to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-requirements for establishing issue price of the Obligations, including, but not limited to, its agreement to comply with the hold- the-offering-price rule, if applicableapplicable to the Obligations, as set forth in the retail distribution third-party distribut ion agreement and the related pricing wires. The Authority and the City Issuer further acknowledge 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-broker- dealer that is a party to a retail third-party distribution agreement, to comply with its corresponding agreement regarding to comply with the requirements for establishing issue price of the Obligatio ns, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule as rule, if applicable to the BondsObligations.]
(d6) The Underwriter acknowledges that sales of any Bonds Obligations to any person that is a related party to an underwriter participating in the Underwriter initial sale of the Obligations to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Obligation Purchase Contract
Establishment of Issue Price. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the Authority and the City Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Authority and Issuer on the City at Closing Date 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 B, with such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Authority, the City Issuer 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. 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) The Authority and the City Issuer 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, 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 Representative shall report to the Authority and the City Issuer the price or prices at which it has sold to the public each maturity of the Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter Representative agrees to promptly report to the Authority and the City Issuer the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continueFor purposes of this Section, whether 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 Representative confirms that it has offered the Bonds to the public on or not before the Closing Date has occurreddate of this Purchase Agreement at the offering price or prices (the “initial offering price”), until or at the corresponding yield or yields, set forth in the final Official Statement. Schedule II also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Issuer and the Underwriters agree that (i) the Representative shall retain the 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 (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the Representative will neither offer nor sell unsold Bonds of that maturity or until all Bonds 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 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 Representative will advise the Issuer promptly after the close of the fifth (5th) business day after the sale date whether the Underwriters have been 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.
(cd) The Underwriter Representative confirms that that:
(i) any selling group agreement and any retail 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 retail third-party distribution agreement, as applicable,
(1) to report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it, whether or not the Closing has occurred, until all Bonds of that maturity allocated to it have been sold or it is notified by the Representative that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative, and
(2) to comply with the hold-the-offering-price rule, if applicable, for so long as directed by the Representative, and
(3) to promptly notify the 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, and
(4) to acknowledge that, unless otherwise advised by the dealer or broker-dealer the Underwriters 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 allotted allocated to it, whether or not the Closing has occurred, until either all Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter Representative or the dealer that either the 10% test has been satisfied as to the Bonds of that maturity maturity, provided that, the reporting obligation after the Closing may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Representative or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. Representative or the dealer and as set forth in the related pricing wires.
(e) The Authority and the City acknowledge Issuer acknowledges that, in making the representation set forth in this subsectionSection 12, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail 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 hold-the-offering-price rule, if applicable, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City Issuer further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to the Bonds.
(df) The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the Underwriter initial sale of the Bonds to the public shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City District in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit BAppendix C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, 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 Bonds. All actions to be taken by the Authority and the City District under this Section 3 section to establish the issue price of the Bonds may be taken on behalf of the Authority and District by Xxxx Advisors, a Division of Urban Futures, Inc., the City by the CityDistrict’s municipal advisor identified herein advisor, and any notice or report to be provided to the Authority and the City District may be provided to the CityDistrict’s municipal advisor.
(b) The Authority and [Except as otherwise set forth in Appendix A hereto,] the City District 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, 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 has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority and the City District 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 Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) The Underwriter confirms that the Underwriter has offered the Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Appendix A attached hereto, except as otherwise set forth therein. Appendix A also sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the 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-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:
(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 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 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 any selling group agreement and any 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 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 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-hold- the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Authority and the City acknowledge District acknowledges that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City District further acknowledge 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-broker- dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to the Bonds.
(de) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the an Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
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 Authority and the City NVTC in establishing the issue price of the 2022 Bonds and shall execute and deliver to the Authority and the City NVTC at Closing an “"issue price” " or similar certificate, substantially in the form attached hereto as Exhibit 4, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Authority, the City NVTC and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public (as defined below) of the 2022 Bonds. All actions to be taken by the Authority and the City NVTC under this Section 3 to establish the issue price of the 2022 Bonds may be taken on behalf of the Authority and the City NVTC by the City’s municipal NVTC's financial advisor identified herein in the Official Statement and any notice or report to be provided to the Authority and the City NVTC may be provided to the City’s municipal NVTC's financial advisor.
(b) The Authority and Except for the City maturities set forth in Schedule A attached hereto, NVTC represents that it will treat the first price at which 10% ten percent of each maturity of the 2022 Bonds (the “"10% test”Test") 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% testTest). At .
(c) The Representative confirms that the Underwriters have offered the 2022 Bonds to the public on or promptly after before the execution date of this Bond Purchase Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Schedule A attached hereto, except as otherwise set forth therein. Schedule A also sets forth, as of the date of this Agreement, the Underwriter shall report to maturities of the Authority and the City the price or prices at 2022 Bonds, if any, for which it has sold to the public each maturity of Bonds. If at that time the 10% test Test has not been satisfied and for which NVTC and the Representative, on behalf of the Underwriters, agrees that (i) the Representative will retain all unsold 2022 Bonds of each maturity for which the 10% Test has not been satisfied and not allocate any such 2022 Bonds to any other Underwriter and (ii) the restrictions set forth in the next sentence shall apply (the "hold-the-offering-price rule"). So long as the hold-the-offering-price rule remains applicable to any maturity of the 2022 Bonds, the Underwriter agrees to promptly report to the Authority and the City the prices at which it sells the Representative will neither offer nor sell unsold 2022 Bonds of that maturity to any person at a price that is higher than the public. That reporting obligation shall continue, whether or not initial offering price to the Closing Date has occurred, until 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 Underwriters have sold at least 10% test has been satisfied as to the Bonds of that maturity or until all of the 2022 Bonds of to the public at a price that maturity have been sold is no higher than the initial offering price to the public.
(cd) The Underwriter Representative confirms that that:
(1) any agreement among Underwriters, any selling group agreement and any retail each third-party distribution agreement (to which the Representative is a party) relating to the initial sale of the 2022 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 third-party distribution agreement, as applicable:
(A) (i) to report the prices at which it sells to the public the unsold 2022 Bonds of each maturity allocated to it until either all 2022 Bonds of that maturity allocated to it have been sold or it is notified by the Representative that the 10% Test has been satisfied as to the 2022 Bonds of that maturity and (ii) to 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
(B) to promptly notify the Representative of any sales of 2022 Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter (as defined below) participating in the initial sale of the 2022 Bonds to the public, and
(C) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker-dealer, the Representative shall assume that each order submitted by the Underwriter, dealer or broker-dealer is a sale to the public.
(2) any agreement among Underwriters and any selling group agreement relating to the initial sale of the 2022 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the 2022 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 2022 Bonds of each maturity allotted allocated to it until either all 2022 Bonds of that maturity allocated to it have been sold or it is notified by the Representative or such Underwriter that either the 10% test Test has been satisfied as to the 2022 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 Underwriter. The Authority Representative or the Underwriter and as set forth in the City acknowledge related pricing wires.
(e) NVTC acknowledges that, in making the representation representations set forth in this subsectionsection, the Underwriter Representative will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing issue price of the 2022 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the 2022 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 2022 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 2022 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicableapplicable to the 2022 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 retail 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 2022 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 2022 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City NVTC further acknowledge 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 2022 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the 2022 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding to comply with the requirements for establishing issue price of the 2022 Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule as rule, if applicable to the 2022 Bonds.
(df) The Underwriter acknowledges Underwriters acknowledge that sales of any 2022 Bonds to any person that is a related party to an underwriter participating in the Underwriter initial sale of the 2022 Bonds to the public shall not constitute sales to the public for purposes of this Section 3Section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City Issuer at Closing an “issue price” or similar certificate, 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 Authority, the City Issuer 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. 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) The Authority and Except as otherwise set forth in Exhibit A attached hereto, the City Issuer will treat the first price at which the first 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% testTest). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Authority and the City Issuer the price or prices at which it has sold to the public the Bonds of each maturity of Bonds. If at that time sufficient to satisfy the 10% test Test. If as of the execution of this Purchase Agreement the 10% Test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority and the City Issuer the prices at which it subsequently sells the unsold Bonds of that maturity to the publicpublic until the 10% Test is satisfied. That In either case, if Bonds constituting the first 10% of a certain maturity are sold at different prices, the Underwriter shall report to the Issuer the prices at which Bonds of such maturity are sold until the Underwriter sells 10% of the Bonds of such maturity at a single price. The Underwriter’s reporting obligation shall continuecontinue as set forth above, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) 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 which the 10% Test has not been satisfied and for which the Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer 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:
(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 Issuer 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 that occurs prior to the close of the fifth (5th) business day after the sale date. The Underwriter confirms that any selling group agreement and any 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 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 Underwriter that either the 10% test 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 holdHold-theThe-offeringOffering-price rulePrice Rule, if applicable, in each case if and for so long as directed by the Underwriter. The Authority and the City acknowledge Issuer acknowledges that, in making the representation set forth in this subsection, 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 holdHold-theThe-offeringOffering-price rulePrice Rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 holdHold-theThe-offeringOffering-price rulePrice Rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City Issuer further acknowledge 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 retail distribution agreement, to comply with its corresponding agreement regarding the holdHold-the- offeringThe-price rule Offering-Price Rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit BG, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City Authority 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. [All actions to be taken by the Authority and the City under this Section 3 section to establish the issue price of the Bonds may be taken on behalf of the Authority and the City by the CityAuthority’s municipal advisor identified herein and any notice or report to be provided to the Authority and the City may be provided to the CityAuthority’s municipal advisor.]
(b) The Authority and 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 (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 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 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 Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) The Underwriter confirms that any selling group agreement and any 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 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 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 Underwriter. The Authority and the City acknowledge acknowledges that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-hold- the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further acknowledge 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 retail distribution agreement, to comply with its corresponding agreement regarding the holdhold- the-the- offering-price rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (aA) The Underwriter agrees to assist the Authority and the City District in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City District at Closing an “issue price” or similar certificate, 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 Authority, 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 Bonds. All As applicable, all actions to be taken by the Authority and the City District under this Section 3 section to establish the issue price of the Bonds may be taken on behalf of the Authority and District by Xxxx Advisors, a Division of Urban Futures, Inc., as the City by the CityDistrict’s municipal advisor identified herein (“Municipal Advisor”), and any notice or report to be provided to the Authority and the City District may be provided to the City’s municipal advisorMunicipal Advisor.
(bB) The Authority and Except as otherwise set forth in Exhibit A attached hereto, the City District 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, 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 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, unless the hold-the-offering price rule (described below) applies, the Underwriter agrees to promptly report to the Authority and 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 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 of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the District or Bond Counsel. For purposes of this Section, 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 until all 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 which the 10% test has not been satisfied and for which the District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the 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-the-offering-price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity have been 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:
(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.
(cD) The Underwriter confirms that that:
(i) any selling group agreement and any retail 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 retail third-party distribution agreement, as applicable:
(a) (i) unless the hold-the-offering price rule applies, to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) 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) 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 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 has been satisfied as to the public Bonds of that maturity, provided that, the reporting obligation after the Closing 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, in each case if and for so long as directed by the Underwriter. Underwriter or the dealer and as set forth in the related pricing wires.
(E) The Authority and the City acknowledge District acknowledges that, in making the representation representations set forth in this subsectionsection, 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-offering- price rule, if applicableapplicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail 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 hold-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 applicableapplicable to the Bonds, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City District further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding 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- offeringthe-offering- price rule as rule, if applicable to the Bonds.
(dF) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the Underwriter 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 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City at Closing an “issue price” or similar certificate, 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 Authority, the City Authority 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. 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) The Except as otherwise set forth in Exhibit A attached hereto, the Authority and 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 (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 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 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 of that maturity maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or until all otherwise upon request of the Authority or Bond Counsel. For purposes of this Section, if Bonds of mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold to will be treated as a separate maturity of the publicBonds.
(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”), or at the corresponding yield or yields, set forth in Exhibit A attached hereto. 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 has been satisfied (assuming orders are confirmed by the close of the business day immediately following the date of this Bond 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, 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:
(A) the close of the fifth (5th) business day after the sale date; or
(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 to the public. The Underwriter will advise the 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 to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any retail 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 retail third-party distribution agreement, as applicable:
(A) (i) 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 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 has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter and (ii) 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 allotted allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter or the dealer that either the 10% test has been satisfied as to the Bonds of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Authority and the City acknowledge acknowledges that, in making the representation set forth in this subsectionsection, 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 applicableapplicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail 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 applicableapplicable to the Bonds, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding 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- the-offering-price rule as rule, if applicable to the Bonds.
(df) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the Underwriter 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 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City District in establishing the issue price of the Tax-Exempt Bonds and shall execute and deliver to the Authority and the City District at Closing an “issue price” or similar certificate, 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 Authority, the City District and Bond CounselCounsel (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 Tax- Exempt Bonds. All actions to be taken by the Authority and the City District under this Section 3 section to establish the issue price of the Tax-Exempt Bonds may be taken on behalf of the Authority and the City District by the CityDistrict’s municipal advisor identified herein advisor, Xxxxxxxx, Xxxxxx & Associates, Inc. (the “Municipal Advisor”), and any notice or report to be provided to the Authority and the City District may be provided to the CityDistrict’s municipal advisorMunicipal Advisor.
(b) The Authority and Except as otherwise set forth in Exhibit A attached hereto, the City District will treat the first price (meaning single) at which 10% of each maturity of the Tax-Exempt Bonds (the “10% test”) 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 District the price or prices at which it has sold to the public each maturity of Tax- Exempt Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Tax- Exempt Bonds, unless the hold-the-offering-price rule (described below) applies to such maturity, the Underwriter agrees to promptly report to the Authority and the City District the prices at which it sells the unsold Tax-Exempt Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as defined herein) has occurred, until either (i) the Underwriter has sold all Tax-Exempt Bonds of that maturity or (ii) the 10% test has been satisfied as to the Tax-Exempt Bonds of that maturity maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or until all otherwise upon request of the District or Bond Counsel (as defined herein). For purposes of this Section, if Tax- Exempt Bonds of mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold to will be treated as a separate maturity of the publicTax-Exempt Bonds.
(c) The Underwriter confirms that it has offered the Tax-Exempt 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 Tax-Exempt Bonds for which the Underwriter represents that (i) the 10% 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 District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the 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-the-offering-price rule remains applicable to any maturity of the Tax-Exempt Bonds, the Underwriter will neither offer nor sell unsold Tax-Exempt 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:
(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 Tax-Exempt Bonds to the public at a price that is no higher than the initial offering price to the public. [The Underwriter will advise the District promptly after the close of the fifth (5th) business date after the sale date whether it has sold 10% of that maturity of the Tax-Exempt Bonds to the public at a price that is no higher than the initial offering price to the public.]
(d) The Underwriter confirms that:
(1) any selling group agreement and any retail third-party distribution agreement relating to the initial sale of the Tax-Exempt 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 retail third-party distribution agreement, as applicable, to :
(i) (A) unless the hold-the-offering price rule applies to a maturity, to report the prices at which it sells to the public the unsold Tax-Exempt Bonds of each maturity allotted allocated to it, whether or not the Closing Date has occurred, until either all Tax-Exempt Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter that either the 10% test has been satisfied as to the Tax- Exempt Bonds of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter, and (B) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. ,
(ii) to promptly notify the Underwriter of any sales of Tax-Exempt 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 Tax-Exempt Bonds to the public (each such term being used as defined below), and
(iii) 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.
(2) any selling group agreement relating to the initial sale of the Tax-Exempt 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 Tax-Exempt 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 Tax-Exempt Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Tax-Exempt 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 Tax-Exempt Bonds of that maturity, provided that, the reporting obligation after the Closing 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 Authority and the City acknowledge District acknowledges that, in making the representation representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Tax-Exempt 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 Tax-Exempt Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicableapplicable to the Tax-Exempt Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail third-party distribution agreement was employed in connection with the initial sale of the Tax-Exempt 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 Tax-Exempt Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicableapplicable to the Tax-Exempt Bonds, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(df) The Underwriter acknowledges that sales of any Tax-Exempt Bonds to any person that is a related party to an underwriter participating in the Underwriter initial sale of the Tax-Exempt Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City at Closing an “issue price” or similar certificate, 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 Authority, the City Authority and Bond CounselSpecial 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 and the City under this Section 3 section to establish the issue price of the Bonds may be taken on behalf of the Authority and the City by the CityAuthority’s municipal advisor identified herein and any notice or report to be provided to the Authority and the City may be provided to the CityAuthority’s municipal advisor.
(b) The Except as otherwise set forth in Exhibit B attached hereto, the Authority and 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 (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 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 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 of that maturity maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or until all otherwise upon request of the Authority or Special Counsel. For purposes of this Section 3, if Bonds of mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold to will be treated as a separate maturity of the publicBonds.
(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”), or at the corresponding yield or yields, set forth in Exhibit B attached hereto, except as otherwise set forth therein. 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 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, 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:
(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 will advise the 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 to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any retail 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 retail third-party distribution agreement, as applicable, to :
(A) (i) to report the prices at which it sells to the public the unsold Bonds of each maturity allotted allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it until have been sold or it is notified by 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 rulematurity, if applicable, in each case if and for so long as directed by the Underwriter. The Authority and the City acknowledge provided that, in making the representation set forth in this subsection, reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3. Further, for purposes of this Section 3:and
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City District in establishing the issue price of the Refunding Bonds and shall execute and deliver to the Authority and 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 BAppendix C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, 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 Refunding Bonds. All actions to be taken by the Authority and the City District under this Section 3 to establish the issue price of the Refunding Bonds may be taken on behalf of the Authority and District by Xxxxxxxxx XxXxxxxx Xxxxx & Co. LLC, the City by the CityDistrict’s municipal advisor identified herein advisor, and any notice or report to be provided to the Authority and the City District may be provided to the CityDistrict’s municipal advisor.
(b) The Authority and Except as otherwise set forth in 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% test”) 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 Authority and 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 has not been satisfied as to any maturity of the Refunding Bonds, the Underwriter agrees to promptly report to the Authority and 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 Date has occurred, until either (i) the Underwriter has sold all Refunding Bonds of that maturity or (ii) the 10% test has been satisfied as to the Refunding Bonds of that maturity maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or until all otherwise upon request of the District or Bond Counsel. For purposes of this Section, if the Refunding Bonds of mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold to will be treated as a separate maturity of the publicRefunding Bonds.
(c) The Underwriter confirms that it has offered the Refunding Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Appendix A attached hereto, except as otherwise set forth therein. Appendix A also sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Refunding Bonds for which the Underwriter represents that (A) the 10% 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 District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the 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-the-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 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 to the public. The Underwriter will advise the 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 to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any retail 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 retail third-party distribution agreement, as applicable:
(A) (1) to report the prices at which they sell to the public the unsold Refunding Bonds of each maturity allocated to it, whether or not the Closing 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 has been satisfied as to the Refunding Bonds of that maturity, provided that, the reporting obligation after the Closing Date 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 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 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 allotted allocated to it, whether or not the Closing Date has occurred, until either all Refunding Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter or the dealer that either the 10% test has been satisfied as to the Refunding Bonds of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Authority Underwriter or the dealer and the City acknowledge that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City District further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding 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- the-offering-price rule as rule, if applicable to the Refunding Bonds.
(de) 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 Underwriter 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 3Section. Further, for purposes of this Section 3Section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds Certificates and shall execute and deliver to the Authority and City on the City at Closing Date (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 BA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City and Bond Xxxxxxxxx Xxxxxxx, LLP (“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. 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 advisorCertificates.
(b) The Authority and [Except as otherwise set forth in Schedule [II] attached hereto,] the City will treat the first price at which 10% of each maturity of the Bonds Certificates (the “10% test”) 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 BondsCertificates. [If at that time the 10% test has not been satisfied as to any maturity of the BondsCertificates, the Underwriter agrees to promptly report to the Authority and the City 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 Date has occurred, until either (i) the Underwriter has sold all Certificates of that maturity or (ii) the 10% test has been satisfied as to the Bonds Certificates of that maturity maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or until all Bonds otherwise upon request of the City or Special Counsel.] For purposes of this Section, if Certificates mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold to will be treated as a separate maturity of the publicCertificates.
(c) [The Underwriter confirms that it has offered the Certificates to the public on or before the date of this Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule [II] attached hereto, except as otherwise set forth therein. Schedule [II] also sets forth, as of the date of this Agreement, the maturities, if any, of the Certificates 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 Certificates, the Underwriter will neither offer nor sell unsold Certificates 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:
(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 Certificates 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 Certificates to the public at a price that is no higher than the initial offering price to the public.]
(d) [The Underwriter confirms that:
(1) any selling group agreement and any retail 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 retail third-party distribution agreement, as applicable:
(i) (a) to report the prices at which it sells to the public the unsold Certificates of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Certificates 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 Certificates of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (b) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter,
(ii) to promptly notify the Underwriter of any sales of 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 Certificates to the public (each such term being used as defined below), and
(iii) 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.
(2) any selling group agreement relating to the initial sale of the 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 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 allotted allocated to it, whether or not the Closing Date has occurred, until either all Certificates of that maturity allocated to it until have been sold or it is notified by the Underwriter or the dealer that either the 10% test has been satisfied as to the Bonds Certificates of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. Underwriter or the dealer and as set forth in the related pricing wires.]
(e) [The Authority and the City acknowledge acknowledges that, in making the representation representations set forth in this subsectionsection, 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 Certificates, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicableapplicable to the Certificates, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail 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 Certificates, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicableapplicable to the Certificates, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City further acknowledge 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 retail third- party distribution agreement, to comply with its corresponding agreement regarding to comply with the requirements for establishing issue price of the Certificates, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule as rule, if applicable to the BondsCertificates.]
(df) The Underwriter acknowledges that sales of any Bonds Certificates to any person that is a related party to an underwriter participating in the Underwriter initial sale of the Certificates to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Certificate Purchase Agreement
Establishment of Issue Price. (a) a. The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City at on or before Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit Appendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, 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. 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 Financial 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 advisorFinancial Advisor.
b. The Underwriter confirms that it has offered all the Bonds of each maturity to the public on or before the date of this Agreement at the respective offering price (b) The Authority and the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set forth therein. At or promptly after the execution of this Agreement, the Underwriter shall report to the City will treat on Schedule I to the issue price certificate the first price at which the Underwriter has sold to the public at least 10% of each maturity of the Bonds (the “10% test”) is sold ), and shall identify to the public as City on Schedule I to the issue price certificate those maturities of that maturity (if the Bonds for which the 10% test has not been satisfied. If different interest rates coupons 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 treated as a separate maturity for this Bond Purchase Agreement, purpose.
c. The City and the Underwriter agree that the restrictions set forth in the next sentence shall report apply to those maturities of the Authority and the City the price or prices at Bonds for which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied met as of the date of this Agreement, 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 agrees to promptly report to the Authority and the City the prices at which it sells the 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. That reporting obligation The Underwriter shall continue, whether or not promptly advise the Closing Date City when the Underwriter has occurred, until the sold 10% test has been satisfied as to the Bonds of that maturity or until all of the Bonds of to the public at a price that maturity have been sold is no higher than the initial offering price to the public, if such sale occurs prior to the close of the fifth (5th) business day after the sale date.
(c) d. The Underwriter confirms that any selling group agreement and any retail distribution agreement agreement, if applicable, 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 retail distribution agreement, as applicable, to (Ai) 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 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 as set forth in the related pricing wires and (Bii) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Authority and the City acknowledge acknowledges that, in making the representation set forth in this subsection, 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 hold-the-offering-offering- price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further acknowledge acknowledges that the Underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule, if applicable to the Bonds, and 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 retail distribution agreement, to comply with its corresponding agreement regarding the holdhold- the-the- offering-price rule as if applicable to the Bonds.
(d) e. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3Section. Further, for purposes of this Section 3Section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority City and the City Bond Counsel (defined below) in establishing the issue price of the Bonds Series 2020 Certificates and shall execute and deliver to the Authority and the City at Closing an “issue price” or similar certificatecertificate (the “Issue Price Certificate”), together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit BA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, 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 BondsSeries 2020 Certificates. 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) The Authority and the City will treat the first price or prices at which 10% of each maturity of the Bonds Series 2020 Certificates (the “10% test”) 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 Certificate Purchase Agreement, the Underwriter shall report to the Authority City and the City Bond Counsel the price or prices at which it has sold to the public each maturity of BondsSeries 2020 Certificates. If at For purposes of this section, if Series 2020 Certificates mature on the same date but have different interest rates, each separate CUSIP number within that time the 10% test has not been satisfied maturity will be treated as to any a separate 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 publicSeries 2020 Certificates. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) The Underwriter confirms that that:
(i) any selling group agreement and any retail third-party distribution agreement relating to the initial sale of the Bonds Series 2020 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 retail third-party distribution agreement, as applicable, to :
(A) to report the prices at which it sells to the public the unsold Bonds Series 2020 Certificates of each maturity allotted allocated to it, whether or not the Closing Date (as defined in Section 5) has occurred, until either all Series 2020 Certificates of that maturity allocated to it until have been sold or it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds Series 2020 Certificates of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter,
(B) to promptly notify the Underwriter of any sales of Series 2020 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 Series 2020 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.
(ii) any selling group agreement relating to the initial sale of the Series 2020 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 Series 2020 Certificates to the public to require each broker-dealer that is a party to such third- party distribution agreement to report the prices at which it sells to the public the unsold Series 2020 Certificates of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 2020 Certificates of that maturity or 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 public and (B) comply with Series 2020 Certificates of that maturity, provided that, the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by reporting obligation after the UnderwriterClosing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer. The Authority and the City acknowledge acknowledges that, in making the representation representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds Series 2020 Certificates to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-requirements for establishing issue price rule, if applicableof the Series 2020 Certificates, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail third-party distribution agreement was employed in connection with the initial sale of the Bonds Series 2020 Certificates to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-requirements for establishing issue price rule, if applicableof the Series 2020 Certificates, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding to comply with the hold-the- offering-requirements for establishing issue price rule as applicable to of the Bonds.
(d) Series 2020 Certificates. The Underwriter acknowledges that sales of any Bonds Series 2020 Certificates to any person that is a related party to an underwriter participating in the Underwriter initial sale of the Series 2020 Certificates to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3the above:
Appears in 1 contract
Samples: Certificate Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City District in establishing the issue price of the Bonds and shall execute and deliver to the Authority and 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 B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, 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 Bonds. All actions to be taken by the Authority and the City District under this Section 3 section to establish the issue price of the Bonds may be taken on behalf of the Authority and the City District by the CityDistrict’s municipal financial advisor identified herein and any notice or report to be provided to the Authority and the City District may be provided to the CityDistrict’s municipal financial advisor.
(b) The Authority and the City District 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, 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, Agreement the Underwriter shall report to the Authority and 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 Authority and 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 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 has been satisfied as to the Bonds of that maturity maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or until all otherwise upon request of the District or Bond Counsel. For purposes of this Section, if Bonds of mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold to will be treated as a separate maturity of the publicBonds.
(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”), 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 Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the 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-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.
(d) The Underwriter confirms that:
(i) any selling group agreement and any retail 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 retail third- party 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 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 Underwriter. 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 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 Authority and the City acknowledge District acknowledges that, in making the representation representations set forth in this subsectionsection, 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-offering- price rule, if applicableapplicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail 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-offering- price rule, if applicableapplicable to the Bonds, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City District further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding 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- the-offering-price rule as rule, if applicable to the Bonds.
(df) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City Town in establishing the issue price of the Refunding Bonds and shall execute and deliver to the Authority and the City Town at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit Appendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City Town 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 Refunding Bonds. All actions to be taken by the Authority and the City Town under this Section 3 section to establish the issue price of the Refunding Bonds may be taken on behalf of the Authority and the City Town by the CityTown’s municipal advisor identified herein and any notice or report to be provided to the Authority and the City Town may be provided to the CityTown’s municipal advisor.
(b) The Authority and [Except as otherwise set forth in Appendix A attached hereto, the City Town will treat the first price at which 10% of each maturity of the Refunding Bonds (the “10% test”) 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 Town 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 Refunding Bonds, the Underwriter agrees to promptly report to the Authority and 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 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 Refunding Bonds of that maturity maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or until all otherwise upon request of the Town or Bond Counsel.] For purposes of this Section, if Bonds of mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold to will be treated as a separate maturity of the publicRefunding Bonds.
(c) The Underwriter confirms that any selling group agreement and any 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 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 shall apply only if the Underwriter that either the 10% test has been satisfied as agrees to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with apply the hold-the-offering-offering- price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Authority and the City acknowledge that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bondsdescribed below.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3. Further, for purposes of this Section 3:]
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City District in establishing the issue price of the [Tax-Exempt][Series 2024] Bonds and shall execute and deliver to the Authority and the City District at Closing an “issue price” or similar certificate, 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 Authority, the City District and Bond CounselCounsel (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 [Tax-Exempt] [Series 2024] Bonds. All actions to be taken by the Authority and the City District under this Section 3 section to establish the issue price of the [Tax-Exempt] [Series 2024] Bonds may be taken on behalf of the Authority and the City District by the CityDistrict’s municipal advisor identified herein advisor, Xxxx Advisors, a Division of Urban Futures, Inc. (the “Municipal Advisor”), and any notice or report to be provided to the Authority and the City District may be provided to the CityDistrict’s municipal advisorMunicipal Advisor.
(b) The Authority and Except as otherwise set forth in Exhibit A attached hereto, the City District will treat the first price (meaning single) at which 10% of each maturity of the [Tax-Exempt][Series 2024] Bonds (the “10% test”) 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 District the price or prices at which it has sold to the public each maturity of [Tax-Exempt][Series 2024] Bonds. If at that time the 10% test has not been satisfied as to any maturity of the [Tax-Exempt][Series 2024] Bonds, unless the hold-the-offering-price rule (described below) applies, the Underwriter agrees to promptly report to the Authority and the City District the prices at which it sells the unsold [Tax-Exempt][Series 2024] 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 Date (as defined herein) has occurred, until either (i) the Underwriter has sold all [Tax-Exempt][Series 2024] Bonds of that maturity or (ii) the 10% test has been satisfied as to the [Tax-Exempt][Series 2024] Bonds of that maturity maturity, provided that, the Underwriter’s reporting obligation after the date of Closing may be at reasonable periodic intervals or until all otherwise upon request of the District or Bond Counsel (as defined herein). For purposes of this Section, if [Tax-Exempt][Series 2024] Bonds of mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold to will be treated as a separate maturity of the public[Tax-Exempt][Series 2024] Bonds.
(c) The Underwriter confirms that it has offered the [Tax-Exempt][Series 2024] 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 [Tax-Exempt][Series 2024] Bonds for which the Underwriter represents that (i) the 10% 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 District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the 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-the-offering-price rule remains applicable to any maturity of the [Tax-Exempt][Series 2024] Bonds, the Underwriter will neither offer nor sell unsold [Tax-Exempt][Series 2024] 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:
(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 [Tax-Exempt][Series 2024] Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the 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 [Tax-Exempt][Series 2024] Bonds to the public at a price that is no higher than the initial offering price to the public.
(d) The Underwriter confirms that:
(1) unless the hold-the-offering-price rule applies to a maturity, any selling group agreement and any retail third-party distribution agreement relating to the initial sale of the [Tax-Exempt][Series 2024] 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 retail third-party distribution agreement, as applicable, to :
(i) (A) to report the prices at which it sells to the public the unsold [Tax- Exempt][Series 2024] Bonds of each maturity allotted allocated to it, whether or not the date of Closing has occurred, until either all [Tax-Exempt][Series 2024] Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter that either the 10% test has been satisfied as to the [Tax-Exempt][Series 2024] Bonds of that maturity, provided that, the reporting obligation after the date of Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (B) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter;
(ii) to promptly notify the Underwriter of any sales of [Tax- Exempt][Series 2024] 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 [Tax- Exempt][Series 2024] Bonds to the public (each such term being used as defined below); and
(iii) 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.
(2) any selling group agreement relating to the initial sale of the [Tax- Exempt][Series 2024] 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 [Tax-Exempt][Series 2024] 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 [Tax-Exempt][Series 2024] Bonds of each maturity allocated to it, whether or not the date of Closing has occurred, until either all [Tax-Exempt][Series 2024] Bonds of that maturity allocated to it have been sold or all it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the [Tax- Exempt][Series 2024] Bonds of that maturity have been sold to maturity, provided that, the public reporting obligation after the date of Closing 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, in each case if and for so long as directed by the Underwriter. Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Authority and the City acknowledge District acknowledges that, in making the representation representations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the [Tax-Exempt][Series 2024] 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 [Tax-Exempt][Series 2024] Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicableapplicable to the [Tax-Exempt][Series 2024] Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail third-party distribution agreement was employed in connection with the initial sale of the [Tax-Exempt][Series 2024] Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-requirements for establishing issue price of the [Tax- Exempt][Series 2024] Bonds, including, but not limited to, its agreement to comply with the hold- the-offering-price rule, if applicableapplicable to the [Tax-Exempt][Series 2024] Bonds, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(df) The Underwriter acknowledges that sales of any [Tax-Exempt][Series 2024] Bonds to any person that is a related party to an underwriter participating in the Underwriter initial sale of the [Tax- Exempt][Series 2024] Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City Issuer in establishing the issue price of the Series 2021-A Bonds and shall execute and deliver to the Authority and the City Issuer at Closing an “issue price” or similar certificate, 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, B which in the reasonable judgment of the Underwriter, the Authority, the City Issuer and Bond Counsel, to accurately reflectreflects, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2021-A 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) The Authority and Except as otherwise set forth in Exhibit A attached hereto, the City Issuer will treat the first price at which 10% of each maturity of the Series 2021-A Bonds (the “10% test”) 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 Issuer the price or prices at which it the Underwriter has sold to the public each maturity of the Series 2021-A Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2021-A Bonds, the Underwriter agrees to promptly report to the Authority and the City Issuer the prices at which it sells the unsold Series 2021-A Bonds of that maturity have been sold by the Underwriter to the public. That reporting obligation shall continue, whether or not the Closing Date date has occurred, until the 10% test has been satisfied as to the Series 2021-A Bonds of that maturity or until all Series 2021-A Bonds of that maturity have been sold to the public.
(c) The Underwriter confirms that any selling group agreement and any retail distribution agreement relating to it has offered 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 retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public on or before the unsold date of this 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 Agreement, the maturities, if any, of the Series 2021-A Bonds of each maturity allotted to it until it is notified by the Underwriter that either for which the 10% test has not been satisfied as and for which the Issuer and the Underwriter, agrees that the restrictions set forth in the next sentence shall apply, which will allow the Issuer to treat the initial offering price to the Bonds public of each such maturity as of the sale date as the issue price of that maturity or all Bonds of that maturity have been sold to (the public and (B) comply with “hold-the-offering-price rule”). So long as the hold-the-offering-price rulerule remains applicable to any maturity of the Series 2021-A Bonds, the Underwriter will neither offer nor sell unsold Series 2021-A 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 2021- A 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 Issuer when the Underwriter has sold 10% of that maturity of the Series 2021-A Bonds to the public at a price that is no higher than the initial offering price to the public, if applicable, in each case if and for so long as directed by that occurs prior to the Underwriterclose of the fifth (5th) business day after the sale date. The Authority and the City acknowledge Issuer acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on (i) the agreement of the Underwriter to comply with the hold-the-offering- price rule, as set forth in the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Series 2021-A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (iiiii) in the event that the Underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the Series 2021-A Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority Issuer further acknowledges that the Underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the- offering-price rule and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to the Series 2021-A Bonds.
(d) The Underwriter confirms that any selling group agreement and each retail distribution agreement (to which the Underwriter is a party) relating to the initial sale of the 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 retail distribution agreement, as applicable, to (i) report the prices at which it sells to the public the unsold Series 2021-A Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Series 2021-A Bonds of that maturity or all Series 2021-A Bonds of that maturity have been sold to the public and (ii) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter and as set forth in the related pricing wires, and
(e) The Underwriter acknowledges that sales of any Series 2021-A Bonds to any person that is a related party to the Underwriter an underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter Representative agrees to assist the Authority and the City District in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City District at Closing an “issue price” or similar certificate[, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, Schedule B to Appendix C,] with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterUnderwriters, the Authority, 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 Bonds. All actions to be taken by the Authority and the City District under this Section 3 to establish the issue price of the Bonds may be taken on behalf of the Authority and District by Xxxx Advisors, a Division of Urban Futures, Inc., the City by the CityDistrict’s municipal advisor identified herein advisor, and any notice or report to be provided to the Authority and the City District may be provided to the CityDistrict’s municipal advisor.
(b) The Authority and [Except as otherwise set forth in Appendix A hereto,] the City District 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, 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 Authority and the City District the price or prices at which it has the Underwriters have 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 Underwriters agree to promptly report to the Authority and the City District the prices at which it sells the unsold Bonds of that maturity have been sold by the Underwriters to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) The Underwriter confirms Underwriters confirm that the Underwriters have offered the Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Appendix A attached hereto, except as otherwise set forth therein. [Appendix A also sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the District and the Underwriters agree that the restrictions set forth in the next sentence shall apply, which will allow the 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-the-offering-price rule remains applicable to any maturity of the Bonds, the 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 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 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 Underwriters shall promptly advise the District when the 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, if that occurs prior to the close of the fifth (5th) business day after the sale date.
(d) The Underwriters confirm that any selling group agreement and any 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 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 Underwriter Underwriters 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-offering- price rule, if applicable, in each case if and for so long as directed by the UnderwriterUnderwriters. The Authority and the City acknowledge District acknowledges that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City District further acknowledge 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to the Bonds.]
(de) The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to the Underwriter Underwriters shall not constitute sales to the public for purposes of this Section 3Section. Further, for purposes of this Section 3Section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City District in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit Appendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, 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 Bonds. All As applicable, all actions to be taken by the Authority and the City District under this Section 3 section to establish the issue price of the Bonds may be taken on behalf of the Authority and District by Xxxxxxxx, Xxxxxx & Associates, Inc., as the City by the CityDistrict’s municipal advisor identified herein (“Municipal Advisor”), and any notice or report to be provided to the Authority and the City District may be provided to the City’s municipal advisor.Municipal Advisor
(b) The Authority and Except as otherwise set forth in Appendix A attached hereto, the City District 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, 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 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 Authority and 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 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 of that maturity maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or until all otherwise upon request of the District or Bond Counsel. For purposes of this Section, if Bonds of mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold to will be treated as a separate maturity of the publicBonds.
(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”), or at the corresponding yield or yields, set forth in Appendix A attached hereto, except as otherwise set forth therein. 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 has not been satisfied and for which the District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the 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-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:
(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 will advise the 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 to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any retail 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 retail third-party distribution agreement, as applicable:
(A) (i) 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 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 has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) 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 allotted allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter or the dealer that either the 10% test has been satisfied as to the Bonds of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Authority and the City acknowledge District acknowledges that, in making the representation representations set forth in this subsectionsection, 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-the- offering-price rule, if applicableapplicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail 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 applicableapplicable to the Bonds, as set forth in the retail third- party distribution agreement and the related pricing wires. The Authority and the City District further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding 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- the-offering-price rule as rule, if applicable to the Bonds.
(df) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the Underwriter 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 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees Underwriters agree to assist the Authority and the City Successor Agency in establishing the issue price of the Bonds and shall execute and deliver to the Authority and Successor Agency on the City at Closing 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 B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Authority, the City Successor Agency 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. 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) The Authority and [Except as otherwise set forth in Schedule 1 attached to Exhibit B,] the City Successor Agency 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, 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 has not been satisfied as to any maturity of the Bonds, the Underwriter agrees Underwriters agree to promptly report to the Authority and Successor Agency or to the City Successor Agency’s municipal advisor 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 Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the publicPublic. [Schedule [I] and subsection (c) shall apply only if the Underwriters agree to apply the hold-the-offering-price rule, as described below.]
(c) Schedule 1 attached to Exhibit B sets forth the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Successor Agency and the Underwriters agree that the restrictions set forth in the next sentence shall apply, which will allow the Successor Agency 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 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 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 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 confirms Underwriters shall promptly advise the Successor Agency or the Successor Agency’s municipal advisor when they 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, if that occurs prior to the close of the fifth (5th) business day after the sale date.
(d) The Underwriters confirm that any selling group agreement and any 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 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 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 UnderwriterUnderwriters. The Authority and the City acknowledge Successor Agency acknowledges that, in making the representation set forth in this subsection, 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 hold-the-the- offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City Successor Agency further acknowledge 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(de) The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to the Underwriter Underwriters shall not constitute sales to the public for purposes of this Section 3. Further, for purposes of this Section 3:
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 Authority City and the City County in establishing the issue price of the 2019A Bonds and the 2019B Bonds (collectively, the “Tax Exempt Bonds”) and shall execute and deliver to the Authority City and the City County at Closing an “issue price” or similar certificate, substantially in the form attached hereto as Exhibit C, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the AuthorityRepresentative, the City and County 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 2019B 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) The Authority and [Except for the maturities set forth in Schedule A attached to Exhibit C hereto,] the City and County represents that it will treat the first price at which 10% of each maturity of the Tax Exempt Bonds (the “10% test”) 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 [If, as of the execution of this Bond Purchase Agreementdate hereof, 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 has not been satisfied as to any maturity of the BondsTax Exempt Bonds for which the City and County has elected to utilize the 10% test, the Underwriter Representative agrees to promptly report to the Authority City and the City County the prices at which it sells the unsold Tax Exempt 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 Date has occurred, until earlier of the date upon which the 10% test has been satisfied as to the Tax Exempt Bonds of that maturity or until all Bonds of that maturity have been sold to maturities or the publicClosing Date.].
(c) [The Underwriter Representative confirms that the Underwriters have offered the Tax Exempt Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in the Official Statement. Schedule A attached to Exhibit C hereto also sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Tax Exempt Bonds for which the 10% test has not been satisfied and for which the City and County and the Representative, on behalf of the Underwriters, agree that the restrictions set forth in the next sentence shall apply (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Tax Exempt Bonds, the Underwriters will neither offer nor sell unsold Tax Exempt 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:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriters have sold at least 10% of that maturity of the Tax Exempt Bonds to the public at a price that is no higher than the initial offering price to the public. The City and County acknowledges that, in making the representation set forth in this subsection, the 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 Tax Exempt Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the Tax Exempt Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, as set forth in the retail distribution agreement and the related pricing wires. The City and County further acknowledges that each underwriter shall 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Tax Exempt Bonds.]
(d) The Representative confirms that:
(i) any agreement among underwriters, any selling group agreement and any each retail distribution agreement (to which the Representative is a party) relating to the initial sale of the Tax Exempt 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 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 Tax Exempt 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 Tax Exempt Bonds of that maturity or all Tax Exempt 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 Tax Exempt Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of the Tax Exempt 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 Tax Exempt 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 Tax Exempt Bonds of that maturity or all Tax Exempt 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 Underwriter. The Authority and the City acknowledge that, in making the representation set forth in this subsection, Representative or 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(de) The Underwriter acknowledges Underwriters acknowledge that sales of any Tax Exempt Bonds to any person that is a related party to the an Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City Issuer in establishing the issue price of the Series 2020A Bonds and shall execute and deliver to the Authority and the City Issuer at Closing an “issue price” or similar certificate, 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 Authority, the City Issuer 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 2020A Bonds. All actions to be taken by the Authority and the City Issuer under this Section 3 section to establish the issue price of the Series 2020A Bonds may be taken on behalf of the Authority and the City Issuer by the City’s municipal advisor identified herein Underwriter Advisor and any notice or report to be provided to the Authority and the City Issuer may be provided to the City’s municipal advisor.
(b) The Authority and Underwriter. [Except as otherwise set forth in Schedule A attached to Exhibit B,] the City Issuer will treat the first price at which 10% of each maturity of the Series 2020A Bonds (the “10% test”) 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 Issuer the price or prices at which it has sold to the public each maturity of the Series 2020A Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2020A Bonds, the Underwriter agrees to promptly report to the Authority and the City Issuer the prices at which it sells the unsold Series 2020A Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Series 2020A Bonds of that maturity or until all Series 2020A Bonds of that maturity have been sold to the public.
. The Underwriter confirms that it has offered the Series 2020A Bonds to the public on or before the date of this Agreement at the offering price or prices (cthe “initial offering price”), or at the corresponding yield or yields, set forth on Schedule ___ attached to Exhibit B, except as otherwise set forth therein. Schedule ___ also sets forth, as of the date of this Agreement, the maturities, if any, of the Series 2020A Bonds for which the 10% test has not been satisfied and for which the Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer 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 Series 2020A Bonds, the Underwriter will neither offer nor sell unsold Series 2020A 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: the close of the fifth (5th) business day after the sale date; or the date on which the Underwriter has sold at least 10% of that maturity of the Series 2020A Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter confirms that any selling group agreement and any retail distribution agreement relating to the initial sale of the Series 2020A 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 retail distribution agreement, as applicable, to (Ai) report the prices at which it sells to the public the unsold Series 2020A Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Series 2020A Bonds of that maturity or all Series 2020A Bonds of that maturity have been sold to the public and (Bii) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Authority and the City acknowledge Issuer acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on (i1) in the event a selling group has been created in connection with the initial sale of the Series 2020A Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii2) in the event that a retail distribution agreement was employed in connection with the initial sale of the Series 2020A Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City Issuer further acknowledge 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to the Series 2020A Bonds.
(d) . The Underwriter acknowledges that sales of any Series 2020A Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) a. The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Authority and City on or before the City at third (3rd) business day prior to 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 BAppendix B (the “Issue Price Certificate”), with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, 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. 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 Financial 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 advisorFinancial Advisor.
b. The Underwriter confirms that it has offered all the Bonds of each maturity to the public on or before the date of this Agreement at the respective offering price (b) the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set forth therein. The Authority and 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 of the sale date as the issue price of that maturity (if the “10% test”). At or promptly after the execution of this Agreement, the Underwriter shall report to the City on Schedule A to the Issue Price Certificate the first price at which the Underwriter has sold to the public each maturity of Bonds, and shall identify to the City on Schedule A to the Issue Price Certificate those maturities of the Bonds for which the 10% test has not been satisfied. If different interest rates coupons 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 treated as a separate maturity for this Bond Purchase Agreement, purpose.
c. The City and the Underwriter agree that the restrictions set forth in the next sentence shall report apply to those maturities of the Authority and the City the price or prices at Bonds for which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied met as of the date of this Agreement, 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 agrees to promptly report to the Authority and the City the prices at which it sells the 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. That reporting obligation DRAFT The Underwriter shall continue, whether or not promptly advise the Closing Date City when the Underwriter has occurred, until the sold 10% test has been satisfied as to the Bonds of that maturity or until all of the Bonds of to the public at a price that maturity have been sold is no higher than the initial offering price to the public, if such sale occurs prior to the close of the fifth (5th) business day after the sale date.
(c) d. The Underwriter confirms that any selling group agreement and any retail each 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 retail third-party 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 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-the- offering-price rule, if applicable, in each case if and for so long as directed by the UnderwriterUnderwriter and as set forth in the related pricing wires, (B) 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, and (C) 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. The Authority and the City acknowledge acknowledges that, in making the representation set forth in this subsection, 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 hold-the-offering-offering- price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail 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 hold-the-offering-price rule, if applicable, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to the Bonds.
(d) e. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3Section. Further, for purposes of this Section 3Section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. Notwithstanding any provision of this Purchase Contract to the contrary, the following provisions related to the establishment of the issue price of the Bonds apply:
(a) The Underwriter Representative agrees to assist the Authority and the City Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City Issuer at Closing an “issue priceprice certificate” or similar certificate, together with the supporting pricing wires wire(s) or equivalent communications, in a form substantially in similar to the form certificate attached hereto as Exhibit BA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Authority, the City Issuer 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. 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) The Authority and Except as otherwise set forth in Schedule II attached hereto, the City Issuer 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, 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 Representative shall report to the Authority and the City Issuer the price or prices at which it the Representative has sold to the public each separate CUSIP Number within a maturity of the Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter Representative agrees to promptly promptly, but no more than three business days, report to the Authority and the City Issuer the prices at which it sells the unsold Bonds of that maturity have been sold by the Representative to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) The Underwriter Representative confirms that any selling group agreement and any retail distribution agreement relating to the initial sale of it has offered the Bonds to the publicpublic on or before the date of this Purchase Contract at the offering price or prices (the “initial offering price”), together with or at the related pricing wirescorresponding yield or yields, contains or will contain language obligating each dealer who is a member set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule II sets forth, as of the selling group and each broker-dealer that is a party to such retail distribution agreementdate of this Purchase Contract, as applicablethe maturities, to (A) report if any, of the prices at Bonds for which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has not been satisfied as and for which the Issuer and the Representative agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer to treat the initial offering price to the Bonds public of each such maturity as of the sale date as the issue price of that maturity or all Bonds of that maturity have been sold to (the public and (B) comply with “hold-the-offering-price rule”). So long as the hold-the-offering-price rulerule remains applicable to any maturity of the Bonds, the 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 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 business day after the sale date; or
(ii) the date on which the Representative 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 Representative shall promptly advise the Issuer when the Representative 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, if applicable, in each case if and for so long as directed by that occurs prior to the Underwriterclose of the fifth business day after the sale date. The Authority and the City acknowledge Issuer acknowledges that, in making the representation set forth in this subsection, the Underwriter Representative 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, wire(s); and (ii) in the event that the Representative is a 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-broker- dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wireswire(s). The Authority and the City Issuer further acknowledge acknowledges that the Underwriter Representative shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule and that the Representative 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to the Bonds.
(d) The Underwriter Representative confirms that any selling group agreement and each retail distribution agreement (to which the Representative are a party) relating to the initial sale of the Bonds to the public, together with the related pricing wire(s), contains or will contain language obligating the Representative, 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 (i) 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 (ii) 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 wire(s), and
(e) The Representative acknowledges that sales of any Bonds to any person that is a related party to the Underwriter Representative shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3Section:
Appears in 1 contract
Samples: Bond Purchase Contract
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City Bank in establishing the issue price of the Series 2023 Bonds and shall execute and deliver to the Authority and Bank at the City at Closing (as hereinafter defined) an “"issue price” " or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit BD, acceptable to Xxxxxx Snow LLP, Ridgeland, Mississippi ("Bond Counsel"), with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, Underwriter and the Authority, the City and Bond CounselBank, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2023 Bonds. All actions to be taken by the Authority and the City Bank under this Section 3 section to establish the issue price of the Series 2023 Bonds may be taken on behalf of the Authority and the City Bank by the City’s Government Consultants, Inc., Madison, Mississippi, its independent registered municipal advisor identified herein (the "Municipal Advisor") and any notice or report to be provided to the Authority and the City Bank may be provided to the City’s municipal advisorMunicipal Advisor.
(b) The Authority and Except as otherwise set forth in Schedule A attached to Exhibit D hereto, the City Bank will treat the first price at which 10% of each maturity of the Series 2023 Bonds (the “"10% test”") 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 Bank the price or prices at which it has sold to the public each maturity of Series 2023 Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2023 Bonds, the Underwriter agrees to promptly report to the Authority and the City Bank the prices at which it sells the unsold Series 2023 Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Series 2023 Bonds of that maturity or until all Series 2023 Bonds of that maturity have been sold to the public.
(c) The Underwriter confirms that it has offered the Series 2023 Bonds to the public on or before the date of this Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Schedule A attached to Exhibit D hereto, except as otherwise set forth therein. Exhibit D also sets forth, as of the date of this Agreement, the maturities, if any, of the Series 2023 Bonds for which the 10% test has not been satisfied and for which the Bank and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Bank 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 Series 2023 Bonds, the Underwriter will neither offer nor sell unsold Series 2023 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 2023 Bonds to the public at a price that is no higher than the initial offering price to the public. The Representative shall promptly advise the Bank when the Underwriters have sold 10% of that maturity of the Securities 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. The Bank acknowledges that, in making the representation set forth in this subsection, the 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 Securities to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the Series 2023 Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Series 2023 Bonds.
(d) The Underwriter confirms that any selling group agreement and any retail distribution agreement relating to the initial sale of the Series 2023 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 retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Series 2023 Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Series 2023 Bonds of that maturity or all Series 2023 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 Underwriter. The Authority and the City acknowledge that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3. Further, for purposes of this Section 3:and
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City Successor Agency in establishing the issue price of the Bonds and shall execute and deliver to the Authority and Successor Agency on the City at Closing 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 B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City Successor Agency 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. 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) The Authority and the City Successor Agency 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, 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 has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority and Successor Agency or to the City Successor Agency’s municipal advisor 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 Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the publicPublic.
(c) The Underwriter confirms that any selling group agreement and any 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 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 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 Underwriter. The Authority and the City acknowledge Successor Agency acknowledges that, in making the representation set forth in this subsection, 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 hold-the-the- offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City Successor Agency further acknowledge 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3. Further, for purposes of this Section 3:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City District in establishing the issue price of the Refunding Bonds and shall execute and deliver to the Authority and the City District at Closing an “issue price” or similar certificate, 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 Authority, the City District and Bond CounselCounsel (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 Authority and the City District under this Section 3 section to establish the issue price of the Refunding Bonds may be taken on behalf of the Authority and the City District by the CityDistrict’s municipal advisor identified herein advisor, KNN Public Finance (the “Municipal Advisor”), and any notice or report to be provided to the Authority and the City District may be provided to the CityDistrict’s municipal advisorMunicipal Advisor.
(b) The Authority and Except as otherwise set forth in 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% test”) 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 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 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 Authority and 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 Date (as defined herein) has occurred, until either (i) the Underwriter has sold all Refunding Bonds of that maturity or (ii) the 10% test has been satisfied as to the Refunding Bonds of that maturity maturity, provided that, the Underwriter’s reporting obligation after the date of Closing may be at reasonable periodic intervals or until all otherwise upon request of the District or Bond Counsel (as defined herein). For purposes of this Section, if Refunding Bonds of mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold to will be treated as a separate maturity of the publicRefunding Bonds.
(c) The Underwriter confirms that it has offered the Refunding 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 Refunding Bonds for which the Underwriter represents that (i) the 10% 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 District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the 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-the-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 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 Refunding Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the 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 to the public.
(d) The Underwriter confirms that:
(1) unless the hold-the-offering price rule applies to a maturity, any selling group agreement and any retail 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 retail third-party distribution agreement, as applicable, to :
(i) (A) to report the prices at which it sells to the public the unsold Refunding Bonds of each maturity allotted allocated to it, whether or not the date of Closing has occurred, until either all Refunding Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter that either the 10% test has been satisfied as to the Refunding Bonds of that maturity, provided that, the reporting obligation after the date of Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (B) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter,
(ii) 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
(iii) 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.
(2) 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 has occurred, until either all Refunding Bonds of that maturity allocated to it have been sold or all it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Refunding Bonds of that maturity have been sold to maturity, provided that, the public reporting obligation after the date of Closing 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, in each case if and for so long as directed by the Underwriter. Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Authority and the City acknowledge District acknowledges that, in making the representation representations set forth in this subsectionsection, 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-the- offering-price rule, if applicableapplicable to the Refunding Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail 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 applicableapplicable to the Refunding Bonds, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(df) The Underwriter acknowledges that sales of any Refunding Bonds to any person that is a related party to an underwriter participating in the Underwriter 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 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority District and the City Bond Counsel (as defined herein) in establishing the issue price of the Series 2021A Bonds and shall execute and deliver to the Authority and the City District at Closing an “issue price” or similar certificate(as defined herein) the 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 BA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, 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 Series 2021A 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) The Authority and 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% 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 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 Test has not been satisfied as to any maturity of the Series 2021A Bonds, the Underwriter agrees to promptly report to the Authority and 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 Date has occurred, until either
(i) the Underwriter has sold all Series 2021A Bonds of that maturity or (ii) the 10% test Test has been satisfied as to the Series 2021A Bonds of that maturity maturity, provided that, the Underwriter’s reporting obligation after Closing may be at reasonable periodic intervals or until all otherwise upon request of the District or Bond Counsel. For purposes of this Section, if Series 2021A Bonds of mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold to will be treated as a separate maturity of the publicSeries 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 District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the 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-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 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 retail 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 retail third party distribution agreement, as applicable (A)(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 Closing 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 Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter and (ii) 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 (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
(A) report the prices at which it sells to the public the unsold Series 2021A Bonds of each maturity allotted allocated to it, whether or not Closing has occurred, until either all Series 2021A Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter or the dealer that either the 10% test Test has been satisfied as to the Series 2021A Bonds of that maturity maturity, provided that, the reporting obligation after Closing may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public and Underwriter or the dealer, 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. Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Authority and the City acknowledge District acknowledges that, in making the representation representations set forth in this subsectionsection, 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 holdrequirements for establishing issue price of the Series 2021A Bonds, including, but not limited to, its agreement to comply with the Hold-theThe-offeringOffering-price rulePrice Rule, if applicableapplicable 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 retail 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 holdrequirements for establishing issue price of the Series 2021A Bonds, including, but not limited to, its agreement to comply with the Hold-theThe-offeringOffering-price rulePrice Rule, if applicableapplicable to the Series 2021A Bonds, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City District further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding to comply with the holdrequirements for establishing issue price of the Series 2021A Bonds, including, but not limited to, its agreement to comply with the Hold-the- offeringThe-price rule as Offering-Price Rule if applicable to the Series 2021A Bonds.
(df) The Underwriter acknowledges that sales of any Series 2021A Bonds to any person that is a related party to an underwriter participating in the Underwriter 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 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City District in establishing the issue price of the Bonds and shall execute and deliver to the Authority and 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 BAppendix C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, 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 Bonds. All actions to be taken by the Authority and the City District under this Section 3 to establish the issue price of the Bonds may be taken on behalf of the Authority and District by Xxxxxxxxx XxXxxxxx Xxxxx & Co. LLC, the City by the CityDistrict’s municipal advisor identified herein advisor, and any notice or report to be provided to the Authority and the City District may be provided to the CityDistrict’s municipal advisor.
(b) The Authority and Except as otherwise set forth in 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% test”) 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 Authority and 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 has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority and 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 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 of that maturity maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or until all otherwise upon request of the District or Bond Counsel. For purposes of this Section, if Bonds of mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold to will be treated as a separate maturity of the publicBonds.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Appendix A attached hereto, except as otherwise set forth therein. Appendix A also sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Bonds for which the Underwriter represents that (A) the 10% 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 District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the 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- 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 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 to the public.
(d) The Underwriter confirms that:
(i) any selling group agreement and any retail 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 retail third-party distribution agreement, as applicable:
(A) (1) to report the prices at which they sell to the public the unsold Bonds of each maturity allocated to it, whether or not the Closing 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 has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date 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 allotted allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter or the dealer that either the 10% test has been satisfied as to the Bonds of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the UnderwriterUnderwriter or the dealer and as set forth in the related pricing wires. The Authority and District further acknowledges that the City acknowledge 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.
(e) The District acknowledges that, in making the representation representations set forth in this subsectionSection, 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 applicableapplicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3. Further, for purposes of this Section 3:and
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit BC, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, 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. 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) The Authority and [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 (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 Schedule I attached hereto sets forth 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 has not been satisfied as to any maturity maturities of the Bonds, the Underwriter agrees to promptly report to the Authority and the City the prices at Bonds for which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to of the Bonds date of that maturity or until all Bonds of that maturity this Purchase Contract (the “10% Test Maturities”) and the prices at which the Underwriters have been sold such 10% Test Maturities to the public.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the “initial 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 Purchase Contract, 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:
(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 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 retail 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 retail third- party distribution agreement, as applicable:
(A) (i) 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 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 has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) 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 allotted allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter or the dealer that either the 10% test has been satisfied as to the Bonds of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Authority and the City acknowledge acknowledges that, in making the representation representations set forth in this subsectionsection, 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 applicableapplicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and and
(ii) in the event that a retail 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 applicableapplicable to the Bonds, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding 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- the-offering-price rule as rule, if applicable to the Bonds.
(df) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the Underwriter 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 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Purchase Contract
Establishment of Issue Price. The Underwriter agrees to make a bona fide public offering of all of the Bonds at prices not to exceed the public offering prices set forth on the cover of the Official Statement and may subsequently change such offering prices without any requirement of prior notice. The Underwriter may offer and sell Bonds to certain dealers (aincluding dealers depositing Bonds into investment trusts) and others at prices lower than the public offering prices stated on the cover of the Official Statement. The Underwriter agrees to assist the Authority and the City CBE in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City CBE at Closing an “"issue price” " or similar certificatecertificate substantially in the form attached hereto as Exhibit C, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with modifications to such modifications certificate as may be deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City CBE and Bond CounselCounsel (as defined below), 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 [Except for the Authority and maturities set forth in Exhibit A attached hereto,] 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) The Authority and the City CBE 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, each separate CUSIP number within that maturity will be subject to the 10% test). At [The Underwriter confirms that it has offered the Bonds to the public on or promptly after before the execution date of this Bond Purchase Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in the final Official Statement (as defined below). Exhibit A sets forth, as of the date of this Purchase Agreement, the Underwriter shall report to maturities, if any, of the Authority and the City the price or prices at Bonds for which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied and for which the CBE and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the CBE 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 agrees to promptly report to the Authority and the City the prices at which it sells the 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: the close of the fifth (5th) business day after the sale date; or 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. That reporting obligation The Underwriter shall continue, whether promptly advise the CBE or not the Closing Date CBE's municipal advisor when the Underwriter has occurred, until the sold 10% test has been satisfied as to the Bonds of that maturity or until all of the Bonds of to the public at a price that maturity have been sold 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.
] The CBE acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on (ci) 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 hold-the-offering-price rule, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that the Underwriter is a 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 hold-the-offering-price rule, as set forth in the retail distribution agreement and the related pricing wires. The CBE further acknowledges that the Underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule, and that the Underwriter shall not be liable to the CBE 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 retail distribution agreement to comply with its agreement regarding the hold-the-offering-price rule, as applicable to the Bonds. The Underwriter confirms that any selling group agreement and any each retail distribution agreement (to which the Underwriter 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 the 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 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 Underwriter. The Authority Underwriter and the City acknowledge that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter an underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 31:
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 Authority and the City Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Authority and 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 Appendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Authority, the City Issuer and Bond CounselCounsel (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 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) The Authority [Except for the Hold-the-Price Maturities described in subsection (c) below and Appendix C attached hereto,] the City Issuer 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, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after Appendix C attached hereto sets forth 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 has not been satisfied as to any maturity maturities of the Bonds, the Underwriter agrees to promptly report to the Authority and the City the prices at Bonds for which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to of the Bonds date of that maturity or until all Bonds of that maturity this Purchase Agreement (the “10% Test Maturities”) and the prices at which the Underwriters have been sold such 10% Test Maturities to the public.
(c) The Underwriter [With respect to the maturities of the Bonds that are not 10% Test Maturities, as described in Appendix C attached hereto (the “Hold-the-Price Maturities”), the Representative confirms that the Underwriters have offered such maturities of 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 Appendix C attached hereto. The Issuer and the Representative, on behalf of the Underwriters, agree that the restrictions set forth in the next sentence shall apply to the Hold-the-Price Maturities, which will allow the Issuer 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 Hold-the-Price Maturities, the Underwriters will neither offer nor sell such maturity of the Hold-the-Price Maturities 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:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriters have sold at least 10% of that maturity of the Hold-the-Price Maturities to the public at a price that is no higher than the initial offering price to the public. The Representative shall promptly advise the Issuer when the Underwriters have sold 10% of that maturity of the Hold-the-Price Maturities 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. The Issuer acknowledges that, in making the representation set forth in this subsection, the 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 Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold- the-offering-price rule, as set forth in a selling group agreement and the related pricing wires, and
(iii) in the event that an Underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, as set forth in the retail distribution agreement and the related pricing wires. The Issuer further acknowledges that each Underwriter shall 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to Bonds.]
(d) The Representative confirms that:
(1) any agreement among underwriters, any selling group agreement and any 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 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 any maturity allotted to it until it is notified by the Representative that either the 10% test has been satisfied as to 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 and for so long as directed by the Representative and as set forth in the related pricing wires, and
(2) any agreement among underwriters relating to the initial sale of Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of 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 Underwriter. The Authority and the City acknowledge that, in making the representation set forth in this subsection, Representative or 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(de) The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to the an Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City Issuer at Closing an “issue price” or similar certificate, 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 Authority, the City Issuer 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. 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) The Authority and Except as otherwise set forth in Exhibit A attached hereto, the City Issuer will treat the first price at which the first 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% testTest). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Authority and the City Issuer the price or prices at which it has sold to the public the Bonds of each maturity of Bonds. If at that time sufficient to satisfy the 10% test Test. If as of the execution of this Purchase Agreement the 10% Test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority and the City Issuer the prices at which it subsequently sells the unsold Bonds of that maturity to the publicpublic until the 10% Test is satisfied. That In either case, if Xxxxx constituting the first 10% of a certain maturity are sold at different prices, the Underwriter shall report to the Issuer the prices at which Bonds of such maturity are sold until the Underwriter sells 10% of the Bonds of such maturity at a single price. The Underwriter’s reporting obligation shall continuecontinue as set forth above, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) 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 which the 10% Test has not been satisfied and for which the Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer 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:
(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 Issuer 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 that occurs prior to the close of the fifth (5th) business day after the sale date. The Underwriter confirms that any selling group agreement and any 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 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 Underwriter that either the 10% test 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 holdHold-theThe-offeringOffering-price rulePrice Rule, if applicable, in each case if and for so long as directed by the Underwriter. The Authority and the City acknowledge Issuer acknowledges that, in making the representation set forth in this subsection, 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 holdHold-theThe-offeringOffering-price rulePrice Rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 holdHold-theThe-offeringOffering-price rulePrice Rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City Issuer further acknowledge 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 retail distribution agreement, to comply with its corresponding agreement regarding the holdHold-the- offeringThe-price rule Offering-Price Rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City Community Facilities District at Closing an “issue price” or similar certificate, 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 Authority, the City Community Facilities 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 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) The Authority and Except as otherwise set forth in 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% test”) ), 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 Authority and 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 has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority and 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 Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Community Facilities District or Bond Counsel.
(c) 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, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% 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 Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities 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-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:
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 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 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 retail 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) (i) 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 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 has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be reasonable periodic intervals or otherwise upon request of the Underwriter and (ii) 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 retail third-party distribution agreement, as applicable, agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter or the dealer that either the 10% test has been satisfied as to the Bonds of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Authority and the City acknowledge Community Facilities District acknowledges that, in making the representation set forth in this subsectionsection, 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 applicableapplicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3. Further, for purposes of this Section 3:and
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City Board in establishing the issue price of the Series 2021 Bonds and shall execute and deliver to the Authority and the City Board at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit BA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City Board 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 2021 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) The Authority and the City Board will treat the first price at which 10% of each maturity of the Series 2021 Bonds (the “10% test”) 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 as is established in the 10% test). form of certificate attached hereto as Exhibit A. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Authority and the City Board the price or prices at which it has sold to the public each maturity of Series 2021 Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2021 Bonds, the Underwriter agrees to promptly report to the Authority and the City Board the prices at which it sells the unsold Series 2021 Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until either (i) the Underwriter has sold all Series 2021 Bonds of that maturity or (ii) the 10% test has been satisfied as to the Series 2021 Bonds of that maturity maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or until all otherwise upon request of the Board or Bond Counsel. For purposes of this Section, if Series 2021 Bonds of mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold to will be treated as a separate maturity of the publicSeries 2021 Bonds.
(c) The Underwriter confirms that it has offered the Series 2021 Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial 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 Series 2021 Bonds for which the 10% test has not been satisfied and for which the Board and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Board 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 Series 2021 Bonds, the Underwriter will neither offer nor sell unsold Series 2021 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 2021 Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Board 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 2021 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 retail third-party distribution agreement relating to the initial sale of the Series 2021 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 retail third-party distribution agreement, as applicable:
(A) (i) to report the prices at which it sells to the public the unsold Series 2021 Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 2021 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 2021 Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) 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 2021 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 2021 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 Series 2021 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 2021 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 allotted allocated to it, whether or not the Closing Date has occurred, until either all Series 2021 Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter or the dealer that either the 10% test has been satisfied as to the Series 2021 Bonds of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter or the dealer, and (B) comply with the hold-the-offering-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) The Board acknowledges that the Underwriter. The Authority and the City acknowledge that, in making the representation confirmations set forth in this subsectionsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Series 2021 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 2021 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicableapplicable to the Series 2021 Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail third-party distribution agreement was employed in connection with the initial sale of the Series 2021 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 2021 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicableapplicable to the Series 2021 Bonds, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City Board further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding to comply with the requirements for establishing issue price of the Series 2021 Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule as rule, if applicable to the Series 2021 Bonds.
(df) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the Underwriter initial sale of the Series 2021 Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Supplemental Financing 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 Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City at Closing an “"issue price” " or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit BK, 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 Authority, the City Authority 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. 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 Any notice or report to be provided to the Authority and the City may under this Section 13 shall be provided to the City’s municipal advisoradvisor 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) The [Except as otherwise set forth in Schedule A to Exhibit K attached hereto,] the Authority and the City will treat the first price at which 10% of each maturity of the Bonds (the “"10% test”) 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 (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 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 date of Closing Date has occurred, until either (i) the 10% test Underwriter has been satisfied as to the Bonds of that maturity or until sold all Bonds of that maturity have been sold to the public.
(c) The Underwriter confirms that any selling group agreement and any 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 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 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 Underwriter. The Authority and the City acknowledge that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3. Further, for purposes of this Section 3:or
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 Authority and the City in establishing the issue price of the Series 2018B Bonds and shall execute and deliver to the Authority and the City at Closing an “issue price” or similar certificate, 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 UnderwriterRepresentative, the Authority, the City Authority 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 BondsSeries 2018B Bonds . [ All actions to be taken by the Authority and the City under this Section 3 section to establish the issue price of the Series 2018B Bonds may be taken on behalf of the Authority and the City by the City’s Authority'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 Authority's municipal advisor.]
(b) The [Except as otherwise set forth in Exhibit A attached hereto,] the Authority and the City will treat the first price at which 10% of each maturity of the Series 2018B Bonds (the “10% test”) 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 Representative shall report to the Authority and the City the price or prices at which it has the Underwriters have sold to the public each maturity of Series 2018B Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Series 2018B Bonds, the Underwriter Representative agrees to promptly report to the Authority and the City the prices at which it sells the unsold Series 2018B Bonds of that maturity have been sold by the Underwriters to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Series 2018B Bonds of that maturity or until all Series 2018B Bonds of that maturity have been sold to the public.
(c) [The Underwriter Representative confirms that any selling group agreement and any retail distribution agreement relating to the initial sale of Underwriters have offered the Series 2018B Bonds to the publicpublic on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), together with or at the related pricing wirescorresponding yield or yields, contains or will contain language obligating each dealer who is a member set forth in Exhibit A attached hereto, except as otherwise set forth therein. Exhibit A also sets forth, as of the selling group and each broker-dealer that is a party to such retail distribution agreementdate of this Bond Purchase Agreement, as applicablethe maturities, to (A) report if any, of the prices at Series 2018B Bonds for which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has not been satisfied as and for which the Authority and the Representative, on behalf of the Underwriters, 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 Bonds public of each such maturity as of the sale date as the issue price of that maturity or all Bonds of that maturity have been sold to (the public and (B) comply with “hold-the- offering-price rule”). So long as the hold-the-offering-price rulerule remains applicable to any maturity of the Series 2018B Bonds, the Underwriters will neither offer nor sell unsold Series 2018B Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period stating 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 Underwriters have sold at least 10% of that maturity of the Series 2018B Bonds to the public at a price that is no higher than the initial offering price to the public. The Representative shall promptly advise the Authority when the Underwriters have sold 10% of that maturity of the Series 2018B Bonds to the public at a price that is no higher than the initial offering price to the public, if applicable, in each case if and for so long as directed by that occurs prior to the Underwriterclose of the fifth (5th) business day after the sale date. The Authority and the City acknowledge acknowledges that, in making the representation set forth in this subsection, 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 Series 2018B Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (iiiii) in the event that an Underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the Series 2018B Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further acknowledge 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Series 2018B Bonds.
(d) The Underwriter acknowledges that sales Representative confirms that:
(1) 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 any the Series 2018B Bonds to any person 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 related party to such retail distribution agreement, as applicable, to (A) report the Underwriter shall not constitute sales prices at which it sells to the public the unsold Series 2018B 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 Series 2018B Bonds of that maturity or all Series 2018B 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 purposes so long as directed by the Representative and as set forth in the related pricing wires, and
(2) any agreement among underwriters relating to the initial sale of this Section 3. Furtherthe Series 2018B Bonds to the public, for purposes together with the related pricing wires, contains or will contain language obligating each Underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of this Section 3:the Series 2018B 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 Series 2018B 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 Series 2018B Bonds of that maturity or all Series 2018B Bonds of that maturity have been sold to the public and
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 Authority and the City Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Authority and Issuer at closing of the City at Closing transaction contemplated herein (the “Closing”) 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 B, with such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Authority, the City Issuer 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. All actions to be taken by the Authority and the City Issuer under this Section 3 section to establish the issue price of the Bonds may be taken on behalf of the Authority and the City Issuer by the CityIssuer’s municipal advisor identified herein advisor, PFM Financial Advisors LLC, and any notice or report to be provided to the Authority and the City Issuer may be provided to the CityIssuer’s municipal advisor.
(b) The Authority and [Except for the City maturities set forth in Schedule I attached hereto,] the Issuer represents that it 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% testTest). At or promptly after [If, as of the execution of this Bond Purchase Agreementdate hereof, 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 BondsBonds for which the Issuer has elected to utilize the 10% Test, the Underwriter Representative agrees to promptly report to the Authority and the City Issuer 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 Date has occurred, until earlier of the date upon which the 10% test Test has been satisfied as to the Bonds of that maturity or until all maturities or the Closing Date.]]
(c) [(c) The Representative confirms that the Underwriters have 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 Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test has not been satisfied and for which the Issuer and the Representative, on behalf of the Underwriters, agrees that the restrictions set forth in the next sentence shall apply (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the Bonds, the 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 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 Underwriters 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.]
(cd) [(c)][(d)] The Underwriter Representative confirms that that:
(i) any agreement among underwriters, any selling group agreement and any retail 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-dealer that is a party to such retail third-party distribution agreement, as applicable, :
(1) to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted allocated to it until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter Representative that either the 10% test Test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold maturity, and
(2) 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 UnderwriterRepresentative 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 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 until either all Bonds of that maturity allocated to it have been sold or it is notified by the Representative or such Underwriter that the 10% Test has been satisfied as to the Bonds of that maturity 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. The Authority and the City acknowledge Issuer acknowledges that, in making the representation representations set forth in this subsectionsection, the Underwriter Representative will rely on (i) the agreement of each Underwriter 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 hold-the-offering-price rule, if applicableapplicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iiiii) in the event that an Underwriter is a retail 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 hold-the-offering-price rule, if applicable, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City Issuer further acknowledge 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, 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding to comply with the hold-the- the-offering-price rule as rule, if applicable to the Bonds.
(de) [(d)][(e)] The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the Underwriter 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 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Authority and on the City at Closing Date an “issue price” or similar certificate, 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 Authority, the City Authority 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. 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) The 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% test”) 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 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 Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) 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 Schedule I attached hereto, except as otherwise set forth therein.
(d) The Underwriter confirms that any selling group agreement and any 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 retail distribution agreement, as applicable, 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 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 Underwriter. The Authority and the City acknowledge that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(de) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds Obligations and shall execute and deliver to the Authority and the City at Closing an “issue price” or similar certificate, 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 Authority, the City and Bond CounselCounsel (defined below), 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 Authority and the City under this Section 3 section to establish the issue price of the Bonds Obligations 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) The Authority and [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 Obligations (the “10% test”) 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 BondsObligations. If at that time the 10% test has not been satisfied as to any maturity of the BondsObligations, the Underwriter agrees to promptly report to the Authority and the City the prices at which it sells the unsold Bonds Obligations of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Bonds Obligations of that maturity or until all Bonds Obligations of that maturity have been sold to the public.
(c) [The Underwriter confirms that it has offered the Obligations to the public on or before the date of this Agreement at the offering price or prices (the “initial 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 Agreement, the maturities, if any, of the Obligations 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 Obligations, the Underwriter will neither offer nor sell unsold Obligations 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:
(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 Obligations to the public at a price that is no higher than the initial offering price to the public. The Underwriter shall promptly advise the City when it has sold 10% of that maturity of the Obligations 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.]
(d) The Underwriter confirms that any selling group agreement and any retail 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 retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds Obligations of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds Obligations of that maturity or all Bonds Obligations 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 Underwriter. The Authority and the City acknowledge acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds Obligations to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail distribution agreement was employed in connection with the initial sale of the Bonds Obligations to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further acknowledge 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the BondsObligations.
(de) The Underwriter acknowledges that sales of any Bonds Obligations to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Obligation Purchase Agreement
Establishment of Issue Price. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the Authority and the City District in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit BA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Authority, 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 Bonds. All actions to be taken by the Authority and the City District under this Section 3 section to establish the issue price of the Bonds may be taken on behalf of the Authority and the City District by the CityDistrict’s municipal advisor identified herein and any notice or report to be provided to the Authority and the City District may be provided to the CityDistrict’s municipal advisor.
(b) The Authority and 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% test”) 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 .
(c) The Representative confirms that the Underwriters have offered the Bonds to the public on or promptly after before the execution date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in final Official Statement. Schedule I also sets forth, as of the date of this Purchase Agreement, the Underwriter shall report to maturities, if any, of the Authority and the City the price or prices at Bonds for which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied and for which the District and the 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 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-the-offering-price rule remains applicable 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 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 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 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. That reporting obligation The Representative shall continue, whether promptly advise the District or not the Closing Date has occurred, until District’s municipal advisor when the Underwriters have sold 10% test has been satisfied as to the Bonds of that maturity or until all of the Bonds of to the public at a price that maturity have been sold 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. The District acknowledges that, in making the representation set forth in this subsection, the 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 hold-the-offering-price rule, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter is a 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 hold-the- offering-price rule, as set forth in the retail distribution agreement and the related pricing wires. The District further acknowledges that each Underwriter shall 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Bonds.
(cd) The Underwriter Representative confirms that that:
(i) any agreement among underwriters, any selling group agreement and any 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 group, and each broker-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 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 Underwriter. The Authority and the City acknowledge that, in making the representation set forth in this subsection, Representative or 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(de) The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to the an Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City Issuer in establishing the issue price of the Bonds Securities and shall execute and deliver to the Authority and the City Issuer at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit BA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City Issuer 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. 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 advisorSecurities.
(b) The Authority and Except as otherwise set forth in Schedule II attached hereto, the City Issuer will treat the first price at which 10% of each maturity of the Bonds Securities (the “10% test”) 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 Issuer the price or prices at which it has sold to the public each maturity of BondsSecurities. If at that time the 10% test has not been satisfied as to any maturity of the BondsSecurities, the Underwriter agrees to promptly report to the Authority and the City Issuer the prices at which it sells the unsold Bonds Securities of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Bonds Securities of that maturity or until all Bonds Securities of that maturity have been sold to the public.
(c) The Underwriter confirms that it has offered the Securities to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule II attached hereto, except as otherwise set forth therein. Schedule II also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Securities for which the 10% test has not been satisfied and for which the Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer 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 Securities, the Underwriter will neither offer nor sell unsold Securities 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:
(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 Securities to the public at a price that is no higher than the initial offering price to the public. The Underwriter shall promptly advise the Issuer when it has sold 10% of that maturity of the Securities 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.
(d) The Underwriter confirms that any selling group agreement and any retail distribution agreement relating to the initial sale of the Bonds Securities 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 retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Bonds Securities of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Bonds Securities of that maturity or all Bonds Securities of that maturity have been sold to the public and (B) comply with the hold-the-offering-offering- price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Authority and the City acknowledge Issuer acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely is relying on (i) in the event a selling group has been created in connection with the initial sale of the Bonds Securities to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail distribution agreement was employed in connection with the initial sale of the Bonds Securities to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City Issuer further acknowledge 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to the BondsSecurities.
(de) The Underwriter acknowledges that sales of any Bonds Securities to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
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 Authority and the City District in establishing the issue price of the Series A Bonds and shall execute and deliver to the Authority and the City District at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit Appendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City District and Bond CounselCounsel (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 Authority and the City District under this Section 3 section to establish the issue price of the Series A Bonds may be taken on behalf of the Authority and the City District by the CityDistrict’s municipal advisor identified herein Municipal Advisor and any notice or report to be provided to the Authority and the City District may be provided to the CityDistrict’s municipal advisorMunicipal Advisor.
(b) The Authority and Except as otherwise set forth in 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% test”) 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 Authority and 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 has not been satisfied as to any maturity of the Series A Bonds, the Underwriter agrees to promptly report to the Authority and 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 Date has occurred, until the 10% test has been satisfied as to the Series A Bonds of that maturity or until all Series A Bonds of that maturity have been sold to the public.
(c) The Underwriter confirms that it has offered the Series A Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Appendix A attached hereto, except as otherwise set forth therein. Appendix A also sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Series A Bonds for which the 10% test has not been satisfied and for which the District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the 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-the-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 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 Series A 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 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.
(d) The Underwriter confirms that any selling group agreement and any 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 retail distribution agreement, as applicable, to (A1) report the prices at which it sells to the public the unsold Series A Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Series A Bonds of that maturity or all Series A Bonds of that maturity have been sold to the public and (B2) comply with the hold-the-the- offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Authority and the City acknowledge District acknowledges that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(de) The Underwriter acknowledges that sales of any Series A Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Purchase Contract
Establishment of Issue Price.
(a) The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit BAPPENDIX D, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City and Xxxxxx Bond Xxxxxxxxx (US) LLP, Raleigh, North Carolina (“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. 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.Bonds.
(b) The Authority and [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 (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 the Underwriter 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 Authority and the City 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 Date has occurred, until either (i) all Bonds of that maturity have been sold or (ii) the 10% test has been satisfied as to the Bonds of that maturity maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or until all otherwise on request of the Underwriter, the City or Bond Counsel.] For purposes of this Section, if Bonds of mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold to will be treated as a separate maturity of the publicBonds.
(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”), 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 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:
(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 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 retail third-party distribution agreement (to which the Underwriter 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 third-party distribution agreement, as applicable:
(A) (i) to report the prices at which it sells to the public the unsold 2021 Bonds of each maturity allocated to it, whether or not the Closing 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 has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (ii) to comply with the hold-the-offering- price rule, if applicable, if and for so long as directed by the Underwriter and as set forth in the related pricing wires, and
(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),
(C) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker- dealer, the Underwriter shall assume that each order submitted by the Underwriter, 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 Underwriter or dealer who that is a member party to a third-party distribution agreement to be employed in connection with the initial sale of the selling group and Bonds to the public to require each broker-dealer that is a party to such retail third- party distribution agreement, as applicable, agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter or such Underwriter or dealer that either the 10% test has been satisfied as to the Bonds of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter or such Underwriter or dealer, and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Authority and the City acknowledge acknowledges that, in making the representation representations set forth in this subsectionsection, the Underwriter 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 hold-the-offering-price rule, if applicableapplicable 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 retail 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 hold-the-offering-price rule, if applicableapplicable to the Bonds, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City further acknowledge acknowledges that the each Underwriter shall be solely liable for its failure 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding 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- the-offering-price rule as rule, if applicable to the Bonds.
(df) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the Underwriter 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 3section. Further, for purposes of this Section 3section:
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 Authority and the City Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City Issuer at Closing 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 BA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the AuthorityIssuer and Xxxxx & Xxxxxx, the City and L.L.P., as 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. 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) The Authority and the City Issuer 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, 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 Authority Issuer and the City 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 has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority and 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 Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) The Underwriter confirms that any selling group agreement and any 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 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 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-the- offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Authority and the City acknowledge Issuer acknowledges that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City Issuer further acknowledge 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
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 Authority and the City 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 Authority and “public”, each such term being used as defined below) as we may request from time to time. Unless otherwise notified by us, you shall assume that the City at Closing an “issue price” or similar certificate, 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 Authority, 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. 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) The Authority and the City Issuer will treat the first price at which 10% of each maturity of the Bonds Securities (the “10% test”) 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 has not been satisfied as to any maturity of the BondsSecurities, the Underwriter agrees you agree to promptly report to the Authority and 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 Date has occurred, until either (i) you have sold all Securities of that maturity allocated to you or (ii) we advise you that the 10% test has been satisfied as to the Bonds Securities of that maturity maturity, provided that, your reporting obligation after the Closing Date may be at reasonable periodic intervals or until all Bonds otherwise upon our request. For purposes of this Section, if Securities mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold will be treated as a separate maturity of the Securities. We shall notify you, in one or more Pricing Wires at or prior to the public.
(c) The Underwriter confirms that any selling group agreement and any retail distribution agreement relating to the initial sale time of the Bonds to Pricing Wire allocating the publicSecurities, 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 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 Underwriter that either if the 10% test has not been satisfied as to any maturity of the Bonds Securities and whether we have agreed, on behalf of the Underwriters participating in the Account, to accept the restrictions set forth in the next sentence, which will allow the Issuer to treat the initial offering price to the public as of the sale date of that maturity or all Bonds as the issue price of that maturity have been sold to (the public and (B) comply with “hold-the-offering-price rule”). In the event that the hold-the-offering-price rulerule shall be applicable to any maturity of the Securities, if applicableyou agree that, in each case if and for so long as directed by the Underwriter. The Authority and the City acknowledge that, in making the representation set forth in this subsection, 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 hold-the-offering-price rulerule remains applicable to that maturity, if applicable, as set forth in you will neither offer nor sell unsold Securities of that maturity to any person at a selling group agreement and the related pricing wires, and (ii) in the event price that a retail distribution agreement was employed in connection with 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 Bonds following:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which we have notified the Underwriters that the Account has sold at least 10% of that maturity of the Securities to the public at a price that is no higher than the initial offering price to the public. You acknowledge that you shall be solely liable for your failure to comply with the requirements of this Section VI, the agreement of each broker-dealer that is a party to such including, but not limited to, your agreement to comply with the hold-the-offering-price rule, if applicableapplicable to the Securities. Notwithstanding any provisions in the Purchase Contract relating to liability of the Account to the Issuer in connection with the establishment of issue price of the Securities, as set forth among the Underwriters participating in the retail distribution agreement and the related pricing wires. The Authority and the City further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding the establishment of the issue price of the Securities, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule as 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:
(dA) 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 Underwriter initial sale of the Securities to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this Section 3section. 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 3section:
Appears in 1 contract
Samples: Master Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit BA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City Authority 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. All actions to be taken by the Authority and the City under this Section 3 section to establish the issue price of the Bonds may be taken on behalf of the Authority by NHA Advisors, LLC (the “Municipal Advisor”) to 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 advisorMunicipal Advisor.
(b) The Except as otherwise set forth in Schedule A to Exhibit A attached hereto, the Authority and 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 (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.
(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”), or at the corresponding yield or yields, set forth in Schedule A to Exhibit A attached hereto, except as otherwise set forth therein. If at that time Schedule A to 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 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, the Underwriter agrees to promptly report to the Authority and the City the prices at which it sells the will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the public. That reporting obligation shall continue, whether or not initial offering price to the Closing Date 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 occurred, until the sold at least 10% test has been satisfied as to the Bonds of that maturity or until all of the Bonds of to the public at a price that maturity have been sold is no higher than the initial offering price to the public.
(cd) 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 that occurs prior to the close of the fifth (5th) business day after the sale date.
(e) The Underwriter confirms that any selling group agreement and any 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 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 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 Underwriter. The Authority and the City acknowledge acknowledges that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-the- offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further acknowledge 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to the Bonds.
(df) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Establishment of Issue Price. (a) A. The Underwriter agrees to assist the Authority and the City Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City Community Facilities District at Closing an “issue price” or similar certificate, 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 Authority, the City Community Facilities 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 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) The Authority and B. Except as otherwise set forth in 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% test”) 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 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 has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority and 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 Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) C. 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. Exhibit A also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% 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 Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities 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-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:
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 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 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 retail 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 retail third-party distribution agreement, as applicable:
(A) (i) 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 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 has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter and (ii) 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 allotted allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter or the dealer that either the 10% test has been satisfied as to the Bonds of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. Underwriter or the dealer and as set forth in the related pricing wires.
E. The Authority and the City acknowledge Community Facilities District acknowledges that, in making the representation set forth in this subsectionsection, 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 hold-the-the- offering-price rule, if applicableapplicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail 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 the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicableapplicable to the Bonds, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(d) F. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the Underwriter 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 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Indenture
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City Issuer at Closing an “issue price” or similar certificate, 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 Authority, the City Issuer 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. All actions to be taken by the Authority and the City Issuer under this Section 3 section to establish the issue price of the Bonds may be taken on behalf of the Authority and the City Issuer by the City’s municipal advisor identified herein Municipal Advisor and any notice or report to be provided to the Authority and the City Issuer may be provided to the City’s municipal advisorMunicipal Advisor.
(b) The Authority and [Except as otherwise set forth in Schedule A attached to Exhibit B,] the City Issuer 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, 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 Issuer the price or prices at which it has sold to the public each maturity of the 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 Authority and 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 Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth on Schedule attached hereto, except as otherwise set forth therein. Schedule also sets forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer 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.
(d) The Underwriter confirms that any selling group agreement and any 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 retail distribution agreement, as applicable, to (Ai) 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 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 (Bii) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Authority and the City acknowledge Issuer acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on (i1) 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 hold-the-the- offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii2) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City Issuer further acknowledge 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to the Bonds.
(de) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City Successor Agency in establishing the issue price of the Series A Bonds and shall execute and deliver to the Authority and the City at Closing an “issue price” or similar certificate, 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 Authority, the City Successor Agency and Bond CounselSpecial Counsel (defined below), 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 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) The Authority and Except as otherwise set forth in Exhibit B, the City Successor Agency will treat the first price at which 10% of each maturity of the Series A Bonds (the “10% test”) 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 Successor Agency 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 has not been satisfied as to any maturity of the Series A Bonds, the Underwriter agrees to promptly report to the Authority and the City Successor Agency 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 Date (as such term is defined herein) has occurred, until the 10% test has been satisfied as to the Series A Bonds of that maturity or until the Underwriter has sold all Series A Bonds of that maturity have to the public; provided that the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, the Successor Agency or Special Counsel.
(c) The Underwriter confirms that it has offered the Series A 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 B, except as otherwise set forth therein. Exhibit B also sets forth, identified under the column “Hold the Offering Price Rule Used,” as of the date of this Purchase Agreement, the maturities, if any, of the Series A Bonds for which the 10% test has not been satisfied and for which the Successor Agency and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Successor Agency 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 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 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 Series A Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Successor Agency 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 A Bonds to the public at a price that is no higher than the initial offering price to the public.
(ci) The Underwriter confirms that any selling group agreement and any retail third- party 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 retail third-party distribution agreement, as applicable, to to:
(A) report the prices at which it sells to the public the unsold Series A Bonds of each maturity allotted allocated to it, whether or not the Closing Date has occurred, until either: (I) all Series A Bonds of that maturity allocated to it until have been sold; or (II) it is notified by the Underwriter that either the 10% test has been satisfied as to the Series A Bonds of that maturity; provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter;
(B) comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter;
(C) promptly notify the Underwriter of any sales of Series A 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 A Bonds to the public (each such term being used as defined below); and
(D) 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) The Underwriter confirms that any selling group 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 that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Series A 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 Date has occurred, until either all Series A Bonds of that maturity allocated to it have been sold or all it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Series A Bonds of that maturity have been sold to maturity; provided that the public reporting obligation after the Closing 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, in each case if and for so long as directed by the Underwriter. Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Authority and the City acknowledge Successor Agency acknowledges that, in making the representation representations set forth in this subsection, the Underwriter will rely on on: (iA) in the event that 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 price of the Series A Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-offering- price rule, if applicableapplicable to the Series A Bonds, as set forth in a selling group agreement and the related pricing wires, ; and (iiB) in the event that a retail third-party 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 price of the Series A Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicableapplicable to the Series A Bonds, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City Successor Agency further acknowledge 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 retail third-party distribution agreement, to comply the requirements for establishing issue price of the Series A Bonds, including, but not limited to, its agreement to comply with its corresponding agreement regarding the hold-the- offering-price rule as rule, if applicable to the Series A Bonds.
(df) The Underwriter acknowledges that sales of any Series A Bonds to any person that is a related party to an underwriter participating in the Underwriter initial sale of the Series A Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority Issuer and the City Institution in establishing the issue price of the Bonds and shall execute and deliver to the Authority Issuer and the City at Institution on or before the Closing Date an “issue price” or similar certificate, certificate together with the supporting pricing wires or equivalent communications, communications substantially in the form attached hereto as Exhibit BB (the “Issue Price Certificate”), with modifications to such modifications certificate as may be deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the AuthorityIssuer, the City Institution 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. 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) The Authority Except as otherwise set forth in Schedule A attached hereto, the Issuer and the City Institution will treat the first price at which 10% of each maturity (as defined in Exhibit B) of Bonds designated on Schedule A as subject to the Bonds 10% test is sold to the public (the “10% test”) 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 . On the 10% test). At or promptly after the execution of this Bond Purchase Agreementdate hereof, the Underwriter shall report to the Authority Issuer and the City Institution 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 has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority Issuer and the City Institution 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 Date has occurred, until either (i) all Bonds of that maturity have been sold, 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 Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, the Issuer, or Bond Counsel. For purposes of this Section, 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 hereof at the respective offering price or prices (the “initial offering prices”) or at the corresponding yield or yields set forth on Schedule A attached hereto except as otherwise set forth therein. Schedule A also sets forth, as of the date hereof, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Issuer, Institution and the Underwriter, agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer to treat the initial offering price to the public of each such maturity as of the date hereof 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 date hereof and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the date hereof; 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 Issuer, the Institution and Bond Counsel promptly after the close of the fifth (5th) business day after the date hereof whether it has sold 10% of a maturity of the Bonds subject to the hold-the-offering-price rule 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 agreement among underwriters, any selling group agreement and each third-party distribution agreement (to which the Underwriter is 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 third-party distribution agreement as applicable: (A) (i) to report the prices at which it sells to the public the unsold Bonds of that maturity allotted to it whether or not the Closing Date has occurred until either all Bonds of each 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 Date may be at reasonable periodic intervals or until all otherwise upon request of the Underwriter; and (ii) to comply with the hold- the-offering-price rule, if applicable, if and for so long as directed by the Underwriter and as set forth in the related pricing wires; (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 Bonds to the public (each such term being used as defined below) and (C) to acknowledge that, unless otherwise advised by an underwriter, dealer or broker- dealer, the Underwriter shall assume that maturity have been sold each order submitted by underwriter, dealer or broker-dealer is a sale to the public.
(cii) The Underwriter confirms that any agreement among underwriters or selling group agreement and any 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 Underwriter or dealer who that is a member party to a third-party distribution agreement to be employed in connection with the initial sale of the selling group and Bonds to the public to require each broker-broker- dealer that is a party to such retail third-party distribution agreement, as applicable, to : (A) to report the prices at which it sells to the public the unsold Bonds of each maturity allotted allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter or such Underwriter or dealer that either the 10% test has been satisfied as to the Bonds of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter or such Underwriter or dealer; and (B) to comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. Underwriter or the dealer and as set forth in the related pricing wires.
(iii) The Authority Issuer and the City acknowledge Institution acknowledges that, in making the representation representations set forth in this subsectionsection, the Underwriter 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 that 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 applicableapplicable 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 retail 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 hold-the-offering-price rule, if applicableapplicable to the Bonds, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority Issuer and the City Institution further acknowledge that for purposes of the undertakings set forth in this Section 15, each Underwriter shall be solely liable for its failure 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 Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail third-party distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to the Bonds.
(de) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the 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 315. Further, for purposes of this Section 315:
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 Authority and the City 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 Authority and “public”, each such term being used as defined below) as we may request from time to time. Unless otherwise notified by us, you shall assume that the City at Closing an “issue price” or similar certificate, 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 Authority, 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. 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) The Authority and the City Issuer will treat the first price at which 10% of each maturity of the Bonds Securities (the “10% test”) 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 has not been satisfied as to any maturity of the BondsSecurities, the Underwriter agrees you agree to promptly report to the Authority and 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 Date has occurred, until either (i) you have sold all Securities of that maturity allocated to you or (ii) we advise you that the 10% test has been satisfied as to the Bonds Securities of that maturity maturity, provided that, your reporting obligation after the Closing Date may be at reasonable periodic intervals or until all Bonds otherwise upon our request. For purposes of this Section, if Securities mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold will be treated as a separate maturity of the Securities. We shall notify you, in one or more Pricing Wires at or prior to the public.
(c) The Underwriter confirms that any selling group agreement and any retail distribution agreement relating to the initial sale time of the Bonds to Pricing Wire allocating the publicSecurities, 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 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 Underwriter that either if the 10% test has not been satisfied as to any maturity of the Bonds Securities and whether we have agreed, on behalf of the Underwriters participating in the Account, to accept the restrictions set forth in the next sentence, which will allow the Issuer to treat the initial offering price to the public as of the sale date of that maturity or all Bonds as the issue price of that maturity have been sold to (the public and (B) comply with “hold-the-offering-price rule”). In the event that the hold-the-offering-price rulerule shall be applicable to any maturity of the Securities, if applicableyou agree that, in each case if and for so long as directed by the Underwriter. The Authority and the City acknowledge that, in making the representation set forth in this subsection, 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 hold-the-offering-price rulerule remains applicable to that maturity, if applicable, as set forth in you will neither offer nor sell unsold Securities of that maturity to any person at a selling group agreement and the related pricing wires, and (ii) in the event price that a retail distribution agreement was employed in connection with 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 Bonds following: the close of the fifth (5th) business day after the sale date; or the date on which we have notified the Underwriters that the Account has sold at least 10% of that maturity of the Securities to the public at a price that is no higher than the initial offering price to the public. You acknowledge that you shall be solely liable for your failure to comply with the requirements of this Section VI, the agreement of each broker-dealer that is a party to such including, but not limited to, your agreement to comply with the hold-the-offering-price rule, if applicableapplicable to the Securities. Notwithstanding any provisions in the Purchase Contract relating to liability of the Account to the Issuer in connection with the establishment of issue price of the Securities, as set forth among the Underwriters participating in the retail distribution agreement and the related pricing wires. The Authority and the City further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding the establishment of the issue price of the Securities, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule as 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:
(dA) 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 Underwriter initial sale of the Securities to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this Section 3section. 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 3section:
Appears in 1 contract
Samples: Master Agreement
Establishment of Issue Price. (a) The Underwriter Representative, on behalf of the Underwriters, agrees to assist the Authority and the City Department in establishing the issue price of the Series 2019 Bonds and shall execute and deliver to the Authority and the City Department at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit BAppendix D, with such modifications as may be appropriate or necessary, in the reasonable judgment of the UnderwriterRepresentative, the Authority, the City Department and Bond CounselCounsel (defined below), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Series 2019 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) The Authority and [Except as otherwise set forth in Appendix A attached hereto,] the City Department will treat the first price at which 10% of each maturity of the Series 2019 Bonds (the “10% test”) that 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 Appendix A attached hereto sets forth 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 has not been satisfied as to any maturity maturities of the Bonds, the Underwriter agrees to promptly report to the Authority and the City the prices at Series 2019 Bonds for which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to of the Bonds date of that maturity or until all Bonds of that maturity this Purchase Agreement (the “10% Test Maturities”) and the prices at which the Underwriters have been sold such 10% Test Maturities to the public.
(c) The Underwriter [With respect to the maturities of the Series 2019 Bonds that are not 10% Test Maturities, as described in Schedule A (the “Hold-the-Price Maturities”), the Representative confirms that the Underwriters have offered the Series 2019 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 Schedule A attached hereto, except as otherwise set forth therein. The Department and the Representative, on behalf of the Underwriters, agree that the restrictions set forth in the next sentence shall apply to the Hold-the-Price Maturities, which will allow the Department 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 Series 2019 Bonds, the Underwriters will neither offer nor sell unsold Series 2019 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:
(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriters have sold at least 10% of that maturity of the Series 2019 Bonds to the public at a price that is no higher than the initial offering price to the public.
(d) The Representative confirms that:
(i) any agreement among underwriters, any selling group agreement and any retail each third-party distribution agreement (to which the Representative is a party) relating to the initial sale of the Series 2019 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 third-party distribution agreement, as applicable:
(A) (i) to report the prices at which it sells to the public the unsold Series 2019 Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all Series 2019 Bonds of that maturity allocated to it have been sold or it is notified by the Representative that the 10% test has been satisfied as to the Series 2019 Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative, and (ii) to comply with the hold- the-offering-price rule, if applicable, if and for so long as directed by the Representative and as set forth in the related pricing wires, and
(B) to promptly notify the Representative of any sales of Series 2019 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 2019 Bonds to the public (each such term being used as defined below),
(C) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker-dealer, the 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 or selling group agreement relating to the initial sale of the Series 2019 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Series 2019 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 2019 Bonds of each maturity allotted allocated to it, whether or not the Closing Date has occurred, until either all Series 2019 Bonds of that maturity allocated to it until have been sold or it is notified by the Representative or such Underwriter or dealer that either the 10% test has been satisfied as to the Series 2019 Bonds of that maturity maturity, provided that the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Representative or such Underwriter or dealer, and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. Representative or the Underwriter or the dealer and as set forth in the related pricing wires.
(e) The Authority and the City acknowledge Department acknowledges that, in making the representation representations set forth in this subsectionParagraph, the Underwriter Representative will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing issue price of the Series 2019 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2019 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 Series 2019 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 2019 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicableapplicable to the Series 2019 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 retail 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 Series 2019 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 2019 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicableapplicable to the Series 2019 Bonds, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City Department further acknowledge acknowledges that the each Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing issue price of the Series 2019 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Series 2019 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding to comply with the requirements for establishing issue price of the Series 2019 Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule as rule, if applicable to the Series 2019 Bonds.
(df) The Underwriter acknowledges Underwriters acknowledge that sales of any Series 2019 Bonds to any person that is a related party to an underwriter participating in the Underwriter initial sale of the Series 2019 Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this Section 3Paragraph 5. Further, for purposes of this Section 3Paragraph 5:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Authority and Issuer on the City at Closing Date (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 BA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the AuthorityIssuer and Xxxxxxxxx Xxxxxxx, the City and LLP (“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. 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) The Authority and [Except as otherwise set forth in Schedule [II] attached hereto,] the City Issuer 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, 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 Issuer 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 Authority and 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 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 of that maturity maturity, provided that, the Underwriter’s reporting obligation after the Closing Date may be at reasonable periodic intervals or until all otherwise upon request of the Issuer or Bond Counsel.] For purposes of this Section, if Bonds of mature on the same date but have different interest rates, each separate CUSIP number within that maturity have been sold to will be treated as a separate maturity of the publicBonds.
(c) [The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule [II] attached hereto, except as otherwise set forth therein. Schedule [II] also sets forth, as of the date of this Agreement, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer 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:
(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 will advise the 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 to the public at a price that is no higher than the initial offering price to the public.]
(d) [The Underwriter confirms that:
(1) any selling group agreement and any retail 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 retail third-party distribution agreement, as applicable:
(i) (a) 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 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 has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (b) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Underwriter,
(ii) 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
(iii) 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.
(2) 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 allotted allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter or the dealer that either the 10% test has been satisfied as to the Bonds of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. Underwriter or the dealer and as set forth in the related pricing wires.]
(e) [The Authority and the City acknowledge Issuer acknowledges that, in making the representation representations set forth in this subsectionsection, 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 applicableapplicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail 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 applicableapplicable to the Bonds, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City Issuer further acknowledge 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding 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- the-offering-price rule as rule, if applicable to the Bonds.]
(df) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the Underwriter 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 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City at Closing an “issue price” or similar certificate, 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 Authority, the City Authority 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. All actions to be taken by the Authority and the City under this Section 3 section to establish the issue price of the Bonds may be taken on behalf of the Authority and the City by the CityAuthority’s municipal advisor identified herein and any notice or report to be provided to the Authority and the City may be provided to the CityAuthority’s municipal advisor.
(b) The Authority and 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 (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 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 Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) The Underwriter confirms that any selling group agreement and any 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 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 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 Underwriter. The Authority and the City acknowledge acknowledges that, in making the representation set forth in this subsection, 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 hold-the-the- offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further acknowledge 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) a. The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City at on or before Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit Appendix B, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, 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. 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 Financial 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 advisorFinancial Advisor.
b. The Underwriter confirms that it has offered all the Bonds of each maturity to the public on or before the date of this Agreement at the respective offering price (b) The Authority and the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set forth therein. At or promptly after the execution of this Agreement, the Underwriter shall report to the City will treat on Schedule I to the issue price certificate the first price at which the Underwriter has sold to the public at least 10% of each maturity of the Bonds (the “10% test”) is sold ), and shall identify to the public as City on Schedule I to the issue price certificate those maturities of that maturity (if the Bonds for which the 10% test has not been satisfied. If different interest rates coupons 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 treated as a separate maturity for this Bond Purchase Agreement, purpose.
c. The City and the Underwriter agree that the restrictions set forth in the next sentence shall report apply to those maturities of the Authority and the City the price or prices at Bonds for which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied met as of the date of this Agreement, 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 agrees to promptly report to the Authority and the City the prices at which it sells the 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. That reporting obligation The Underwriter shall continue, whether or not promptly advise the Closing Date City when the Underwriter has occurred, until the sold 10% test has been satisfied as to the Bonds of that maturity or until all of the Bonds of to the public at a price that maturity have been sold is no higher than the initial offering price to the public, if such sale occurs prior to the close of the fifth (5th) business day after the sale date.
(c) d. The Underwriter confirms that any selling group agreement and any retail third- party distribution agreement agreement, if applicable, 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 retail third-party distribution agreement, as applicable, to (Ai) 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 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 as set forth in the related pricing wires and (Bii) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Authority and the City acknowledge acknowledges that, in making the representation set forth in this subsection, 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 hold-hold- the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a retail 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 hold-the-offering-offering- price rule, if applicable, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City further acknowledge acknowledges that the Underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule, if applicable to the Bonds, and 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 retail third- party distribution agreement, to comply with its corresponding agreement regarding the holdhold- the-the- offering-price rule as if applicable to the Bonds.
(d) e. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3Section. Further, for purposes of this Section 3Section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City Issuer at Closing an “issue price” or similar certificate, 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 Authority, the City Issuer and Co-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. All actions to be taken by the Authority and the City Issuer under this Section 3 section to establish the issue price of the Bonds may be taken on behalf of the Authority and the City Issuer by the CityIssuer’s municipal advisor identified herein Co-Bond Counsel and any notice or report to be provided to the Authority and the City Issuer may be provided to the CityIssuer’s municipal advisor.
(b) Co-Bond Counsel. The Authority and the City Issuer 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, 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 Issuer 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 Authority and 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 Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) . The Underwriter confirms that any selling group agreement and any 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 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 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 Underwriter. The Authority and the City acknowledge Issuer acknowledges that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City Issuer further acknowledge 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to the Bonds.
(d) . The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City Issuer in establishing the issue price of the Tax-Exempt Bonds and shall execute and deliver to the Authority and the City Issuer at Closing an “issue price” or similar certificate, 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 AuthorityIssuer and Xxxxxxxxx Xxxxxxx, the City and LLP (“Bond Counsel”), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Tax-Exempt Bonds. All As applicable, all actions to be taken by the Authority and the City Issuer under this Section 3 section to establish the issue price of the Tax-Exempt Bonds may be taken on behalf of the Authority and the City Issuer by the CityIssuer’s municipal advisor identified herein and any notice or report to be provided to the Authority and the City Issuer may be provided to the CityIssuer’s municipal advisor.
(b) The Authority and Except as otherwise set forth in the City Schedule attached hereto, the Issuer will treat the first price at which 10% of each maturity of the Tax-Exempt Bonds (the “10% test”) 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 Issuer the price or prices at which it has sold to the public each maturity of Tax-Exempt Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Tax-Exempt Bonds, the Underwriter agrees to promptly report to the Authority and the City Issuer the prices at which it sells the unsold Tax-Exempt Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Date (as such term is hereinafter defined) has occurred, until the 10% test has been satisfied as to the Tax-Exempt Bonds of that maturity or until all Tax-Exempt Bonds of that maturity have been sold to the public.
(c) [The Underwriter confirms that it has offered the Tax-Exempt Bonds to the public on or before the date of this Agreement at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in the Schedule attached hereto, except as otherwise set forth therein. The Schedule also sets forth, as of the date of this Agreement, the maturities, if any, of the Tax-Exempt Bonds for which the 10% test has not been satisfied and for which the Issuer and the Underwriter, agree that the restrictions set forth in the next sentence shall apply, which will allow the Issuer 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 Tax-Exempt Bonds, the Underwriter will neither offer nor sell unsold Tax-Exempt 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 Tax-Exempt 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 Issuer when it has sold 10% of that maturity of the Tax-Exempt 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.]
(d) [(c)] The Underwriter confirms that any selling group agreement and any retail distribution agreement relating to the initial sale of the Tax-Exempt 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 retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Tax-Exempt Bonds of each maturity allotted to it until it is notified by the Underwriter that either the 10% test has been satisfied as to the Tax-Exempt Bonds of that maturity or all Tax-Exempt Bonds of that maturity have been sold to the public and (B) comply with the hold-the-the- offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The Authority and the City acknowledge Issuer acknowledges that, in making the representation set forth in this subsection, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Tax-Exempt Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-offering- price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City Issuer further acknowledge 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to the Tax-Exempt Bonds.
(e) [(d) )] The Underwriter acknowledges that sales of any Tax-Exempt Bonds to any person that is a related party to the an Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
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 Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City at Closing an “issue price” or similar certificate, substantially in the form attached hereto as Exhibit F, 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 AuthorityRepresentative, the City and Co- Bond CounselCounsel (as defined below), 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) The Authority and 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 (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 Schedule I attached hereto sets forth the execution maturities of this Bond Purchase Agreement, the Underwriter shall report to the Authority and the City the price or prices at Bonds for 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, date of this Purchase Contract (the Underwriter agrees to promptly report “10% Test Maturities”) and the prices at which the Underwriters have sold such 10% Test Maturities to the Authority public. All of the maturities shown on Schedule I are 10% Test Maturities.
(c) The Representative confirms that:
(i) any agreement among underwriters, any selling group agreement and each third-party distribution agreement (to which the City 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 third-party distribution agreement, as applicable:
(A) (i) to report the prices at which it sells to the public the unsold Bonds of that each maturity allocated to the public. That reporting obligation shall continueit, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Representative that the 10% test has been satisfied as to the Bonds of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or until all otherwise upon request of the Representative, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Representative and as set forth in the related pricing wires,
(B) to promptly notify the 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),
(C) to acknowledge that, unless otherwise advised by the underwriter, dealer or broker-dealer, the Representative shall assume that maturity have been sold each order submitted by the underwriter, dealer or broker-dealer is a sale to the public.
(cii) The Underwriter confirms that any agreement among underwriters or selling group agreement and any 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 underwriter or dealer who that is a member party to a third- party distribution agreement to be employed in connection with the initial sale of the selling group and Bonds to the public to require each broker-dealer that is a party to such retail third-party distribution agreement, as applicable, to agreement to
(A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter Representative or such underwriter or dealer that either the 10% test has been satisfied as to the Bonds of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Representative or such underwriter or dealer, and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. Representative or the underwriter or the dealer and as set forth in the related pricing wires.
(d) The Authority and the City acknowledge acknowledges that, in making the representation representations set forth in this subsection, the Underwriter Representative will rely on (i) the agreement of each underwriter to comply with the requirements for establishing the 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 hold-the-the- offering-price rule, if applicableapplicable 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 retail 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 the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable, as set forth in the retail third-party distribution agreement and the related pricing wires. The Authority and the City further acknowledge acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement to adhere to the Underwriter 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 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 retail third-party distribution agreement, to comply with its corresponding agreement regarding to comply with the requirements for establishing the issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- the-offering-price rule as rule, if applicable to the Bonds.
(de) The Underwriter acknowledges Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the Underwriter 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 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Purchase Contract
Establishment of Issue Price. (a) A. The Underwriter agrees to assist the Authority and the City Community Facilities District in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City Community Facilities District at Closing an “issue price” or similar certificate, 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 Authority, the City Community Facilities 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 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) The Authority and B. Except as otherwise set forth in 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% test”) 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 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 has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority and 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 Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) C. 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 which the Underwriter represents that (i) the 10% 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 Community Facilities District and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Community Facilities 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-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:
(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 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 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 retail 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 retail third-party distribution agreement, as applicable:
(A) (i) 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 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 has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be reasonable periodic intervals or otherwise upon request of the Underwriter and (ii) 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 allotted allocated to it, whether or not the Closing Date has occurred, until either all Bonds of that maturity allocated to it until have been sold or it is notified by the Underwriter or the dealer that either the 10% test has been satisfied as to the Bonds of that maturity maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or all Bonds otherwise upon request of that maturity have been sold to the public Underwriter or the dealer, and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. Underwriter or the dealer and as set forth in the related pricing wires.
E. The Authority and the City acknowledge Community Facilities District acknowledges that, in making the representation set forth in this subsectionsection, 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 applicableapplicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- offering-price rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3. Further, for purposes of this Section 3:and
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. (a) The Underwriter agrees to assist the Authority and the City in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit BG, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority, the City Authority 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. All actions to be taken by the Authority and the City under this Section 3 section to establish the issue price of the Bonds may be taken on behalf of the Authority and the City by the CityAuthority’s municipal advisor identified herein and any notice or report to be provided to the Authority and the City may be provided to the CityAuthority’s municipal advisor.
(b) The Authority and 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 (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 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 Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) The Underwriter confirms that any selling group agreement and any 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 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 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 Underwriter. The Authority and the City acknowledge acknowledges that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City further acknowledge 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 retail distribution agreement, to comply with its corresponding agreement regarding the hold-the- the-offering-price rule as applicable to 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.
(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 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, 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:
(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 that occurs prior to the close of the fifth (5th) business day after the sale date.
(e) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
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 Authority and the City Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Authority and the City Issuer at Closing 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 BA, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the AuthorityIssuer and Xxxxx & Xxxxxx, the City and L.L.P., as 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. All actions to be taken by the Authority and the City Issuer under this Section 3 section to establish the issue price of the Bonds may be taken on behalf of the Authority and the City Issuer by the CityIssuer’s municipal advisor identified herein advisor, and any notice or report to be provided to the Authority and the City Issuer may be provided to the CityIssuer’s municipal advisor.
(b) The Authority and the City Issuer 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, 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 Authority Issuer and the City 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 has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority and 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 Date has occurred, until the 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of that maturity have been sold to the public.
(c) The Underwriter confirms that any selling group agreement and any 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 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 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 Underwriter. The Authority and the City acknowledge Issuer acknowledges that, in making the representation set forth in this subsection, 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 hold-the-offering-price rule, if applicable, as set forth in a selling group agreement and the related pricing wires, and and
(ii) in the event that a 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 hold-the-offering-price rule, if applicable, as set forth in the retail distribution agreement and the related pricing wires. The Authority and the City Issuer further acknowledge 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 retail distribution agreement, to comply with its corresponding agreement regarding the holdhold- the-the- offering-price rule as applicable to the Bonds.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the public for purposes of this Section 3section. Further, for purposes of this Section 3section:
Appears in 1 contract
Samples: Bond Purchase Agreement
