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 (including 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 CBE in establishing the issue price of the Bonds and shall execute and deliver to the CBE 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, with modifications to such certificate as may be deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the CBE and Bond Counsel (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. [Except for the maturities set forth in Exhibit A attached hereto,] the 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). [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 the final Official Statement (as defined below). Exhibit A 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 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 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. The Underwriter shall promptly advise the CBE or the CBE'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.] The CBE 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, 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 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 and as set forth in the related pricing wires. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this Section 1:
Appears in 1 contract
Samples: Purchase Agreement
Establishment of Issue Price. The Underwriter agrees to make a bona fide public offering of all of Together with the Bonds at prices not to exceed other Underwriters participating in 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 (including 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 Account, you shall assist the CBE 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 CBE at Closing an "issue price" or similar certificate substantially in the form attached hereto as Exhibit C“public”, together with the supporting pricing wires or equivalent communications, with modifications to each such certificate as may be deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the CBE and Bond Counsel (term being used as defined below)) as we may request from time to time. Unless otherwise notified by us, to accurately reflect, as applicable, you shall assume that the sales price or prices or the initial offering price or prices to the public of the Bonds. [Except for the maturities set forth in Exhibit A attached hereto,] the CBE 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 the 10% test has not been satisfied as to any maturity of the Securities, you agree to promptly report to us the prices at which you sell the unsold 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 Securities of that maturity, provided that, your reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon our request. For purposes of this Section, if Securities mature on the same date but have different interest rates apply within a maturityrates, each separate CUSIP number within that maturity will be subject treated as a separate maturity of the Securities. We shall notify you, in one or more Pricing Wires at or prior to the 10% test). [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 the final Official Statement (as defined below). Exhibit A sets forth, as time of the date of this Purchase Agreement, Pricing Wire allocating the maturitiesSecurities, if any, of the Bonds for which the 10% test has not been satisfied as to any maturity of the Securities and for which whether we have agreed, on behalf of the CBE and Underwriters participating in the Underwriter agree that Account, to accept the restrictions set forth in the next sentence shall applysentence, which will allow the CBE Issuer to treat the initial offering price to the public of each such maturity as of the sale date of that maturity as the issue price of that maturity (the "“hold-the-offering-price rule"”). So In the event that the hold-the-offering-price rule shall be applicable to any maturity of the Securities, you agree that, so long as the hold-the-offering-price rule remains applicable to any maturity of the Bondsthat maturity, the Underwriter you will neither offer nor sell unsold Bonds Securities of that maturity to any person at a price that is higher than the initial offering price 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. The Underwriter shall promptly advise the CBE or the CBE'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.] The CBE 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, 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 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 and as set forth in the related pricing wires. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this Section 1:
Appears in 1 contract
Samples: Master Agreement
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 (including 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 CBE Issuer in establishing the issue price of the Bonds and shall execute and deliver to the CBE Issuer at Closing an "“issue price" ” or similar certificate substantially in the form attached hereto as Exhibit Ccertificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications to such certificate as may be deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the CBE Issuer and Co-Bond Counsel (as defined below)Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. [Except for All actions to be taken by the maturities set forth in Exhibit A attached hereto,] Issuer under this section to establish the CBE issue price of the Bonds may be taken on behalf of the Issuer by the Issuer’s Co-Bond Counsel and any notice or report to be provided to the Issuer may be provided to the Issuer’s Co-Bond Counsel. The Issuer will treat the first price at which 10% of each maturity of the Bonds (the "“10% 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). [The At or promptly after the execution of this Agreement, the Underwriter confirms that shall report to the Issuer the price or prices at which it has offered the Bonds sold to the public on or before the date each maturity of this Purchase Agreement Bonds. If 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 maturities, if any, of the Bonds for which 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 will neither offer nor sell unsold agrees to promptly report to the Issuer the prices at which 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 have been sold by 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 That reporting obligation shall promptly advise continue, whether or not the CBE or Closing has occurred, until the CBE's municipal advisor when the Underwriter has sold 10% test has been satisfied as to the Bonds of that maturity or until all Bonds of the Bonds to the public at a price that is no higher than the initial offering price maturity have been sold 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 (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, 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 each any 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 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 Issuer further acknowledges that the Underwriter shall not be liable for the failure of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Bonds. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter the Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this Section 1section:
Appears in 1 contract
Samples: Note
Establishment of Issue Price. The Underwriter agrees to make a bona fide an initial public offering of all of the Bonds Certificates at prices not to exceed the public offering prices (or yields) set forth on Exhibit G attached hereto and incorporated herein by reference. Subsequent to the cover 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 Official Statement Certificates, provided that the Underwriter shall not change the interest rates set forth on Exhibit G. The Certificates may be offered and may subsequently change such offering prices without any requirement of prior notice. The Underwriter may offer and sell Bonds sold to certain dealers (including dealers depositing Bonds into investment trusts) and others at prices lower than the such initial public offering prices stated on the cover of the Official Statementprices. The Underwriter agrees to assist the CBE County in establishing the issue price of the Bonds Certificates and shall execute and deliver to the CBE County at Closing an "“issue price" ” or similar certificate substantially in the form attached hereto as Exhibit Ccertificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit H, with such modifications to such certificate as may be deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the CBE County and Bond Counsel (as defined below)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 County under this Section to establish the issue price of the Certificates may be taken on behalf of the County by the County’s municipal advisor identified herein and any notice or report to be provided to the County may be provided to the County’s municipal advisor. Certain terms used in this Section are defined below. [Except for the maturities as otherwise set forth in Exhibit A G attached hereto,] the CBE County will treat the first price at which 10% of each maturity of the Bonds Certificates (the "“10% test") Test”), identified under the column “10% Test Used” in Exhibit G, is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% testTest). At or promptly after the execution of this Purchase Contract, the Underwriter shall report to the County the price or prices at which it has sold to the public each maturity of Certificates. [If at that time the 10% Test has not been satisfied as to any maturity of the Certificates,] the Underwriter agrees to promptly report to the County the prices at which it sells the unsold 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 Certificates of that maturity or until all Certificates of that maturity have been sold to the public. The Underwriter confirms that it has offered the Bonds Certificates to the public on or before the date of this Purchase Agreement 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 G attached hereto, except as defined below)otherwise set forth therein. Exhibit A G also sets forth, as of the date of this Purchase AgreementContract, the maturities, if any, of the Bonds Certificates for which the 10% test Test has not been satisfied and for which the CBE County and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the CBE 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-the- offering-price rule remains applicable to any maturity of the BondsCertificates, the Underwriter will neither offer nor sell unsold Bonds Certificates of that maturity to any person at a price that is higher than the initial offering price 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. The Underwriter shall promptly advise the CBE or the CBE'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.] The CBE 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, 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 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 and as set forth in the related pricing wires. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this Section 1:
Appears in 1 contract
Samples: Certificate Purchase Agreement
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 (including 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 CBE Issuer in establishing the issue price of the Series 2020A Bonds and shall execute and deliver to the CBE Issuer at Closing an "“issue price" ” or similar certificate substantially in the form attached hereto as Exhibit Ccertificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit B, with such modifications to such certificate as may be deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the CBE Issuer and Bond Counsel (as defined below)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 Issuer under this section to establish the issue price of the Series 2020A Bonds may be taken on behalf of the Issuer by the Underwriter Advisor and any notice or report to be provided to the Issuer may be provided to the Underwriter. [Except for the maturities as otherwise set forth in Exhibit Schedule A attached heretoto Exhibit B,] the CBE 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 Agreement, the Underwriter shall report to the 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 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. [Schedule A and subsection (c) shall apply only if the Underwriter agrees to apply the hold-the-offering-price rule, as described below.] The Underwriter confirms that it has offered the Series 2020A 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 the final Official Statement (on Schedule ___ attached to Exhibit B, except as defined below)otherwise set forth therein. Exhibit A Schedule ___ also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Series 2020A Bonds for which the 10% test has not been satisfied and for which the CBE Issuer and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the CBE 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 shall promptly advise confirms that any selling group agreement and any retail distribution agreement relating to the CBE or the CBE's municipal advisor when the Underwriter has sold 10% of that maturity initial sale of the Series 2020A Bonds to the public at a price that is no higher than the initial offering price to the public, if 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 occurs prior is a party to such retail distribution agreement, as applicable, to (i) report the prices at which it sells to the close public the unsold Series 2020A Bonds of each maturity allotted to it until it is notified by the fifth 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 (5thii) business day after comply with the sale date.] hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Underwriter. The CBE 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 the Underwriter is a party to a retail distribution agreement that 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 CBE 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 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 agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule, rule as applicable to the Series 2020A Bonds. 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 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 and as set forth in the related pricing wires. The Underwriter acknowledges that sales of any Series 2020A Bonds to any person that is a related party to an underwriter the Underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this Section 1section:
Appears in 1 contract
Samples: Bond Purchase Agreement
Establishment of Issue Price. The Underwriter agrees to make a bona fide an initial public offering of all of the Bonds Certificates at prices not to exceed the public offering prices (or yields) set forth on Exhibit G attached hereto and incorporated herein by reference. Subsequent to the cover 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 Official Statement Certificates, provided that the Underwriter shall not change the interest rates set forth on Exhibit G. The Certificates may be offered and may subsequently change such offering prices without any requirement of prior notice. The Underwriter may offer and sell Bonds sold to certain dealers (including dealers depositing Bonds into investment trusts) and others at prices lower than the such initial public offering prices stated on the cover of the Official Statementprices. The Underwriter agrees to assist the CBE County in establishing the issue price of the Bonds Certificates and shall execute and deliver to the CBE County at Closing an "“issue price" ” or similar certificate substantially in the form attached hereto as Exhibit Ccertificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit H, with such modifications to such certificate as may be deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the CBE County and Bond Counsel (as defined below)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 County under this Section to establish the issue price of the Certificates may be taken on behalf of the County by the County’s municipal advisor identified herein and any notice or report to be provided to the County may be provided to the County’s municipal advisor. Certain terms used in this Section are defined below. [Except for the maturities as otherwise set forth in Exhibit A G attached hereto,] the CBE County will treat the first price at which 10% of each maturity of the Bonds Certificates (the "“10% test") Test”), identified under the column “10% Test Used” in Exhibit G, is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% testTest). At or promptly after the execution of this Purchase Contract, the Underwriter shall report to the County the price or prices at which it has sold to the public each maturity of Certificates. [If at that time the 10% Test has not been satisfied as to any maturity of the Certificates,] the Underwriter agrees to promptly report to the County the prices at which it sells the unsold 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 Certificates of that maturity or until all Certificates of that maturity have been sold to the public. The Underwriter confirms that it has offered the Bonds 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 the final Official Statement (Exhibit G attached hereto, except as defined below)otherwise set forth therein. Exhibit A G also sets forth, as of the date of this Purchase Agreement, the maturities, if any, of the Bonds Certificates for which the 10% test Test has not been satisfied and for which the CBE County and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the CBE 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 BondsCertificates, the Underwriter will neither offer nor sell unsold Bonds Certificates of that maturity to any person at a price that is higher than the initial offering price 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. The Underwriter shall promptly advise the CBE or the CBE'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.] The CBE 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, 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 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 and as set forth in the related pricing wires. The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter shall not constitute sales to the public for purposes of this section. Further, for purposes of this Section 1:
Appears in 1 contract
Samples: Certificate Purchase Agreement
Establishment of Issue Price. The Underwriter agrees to make a bona fide public offering of all of Together with the Bonds at prices not to exceed other Underwriters participating in 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 (including 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 Account, you shall assist the CBE 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 CBE at Closing an "issue price" or similar certificate substantially in the form attached hereto as Exhibit C“public”, together with the supporting pricing wires or equivalent communications, with modifications to each such certificate as may be deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the CBE and Bond Counsel (term being used as defined below)) as we may request from time to time. Unless otherwise notified by us, to accurately reflect, as applicable, you shall assume that the sales price or prices or the initial offering price or prices to the public of the Bonds. [Except for the maturities set forth in Exhibit A attached hereto,] the CBE 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 the 10% test has not been satisfied as to any maturity of the Securities, you agree to promptly report to us the prices at which you sell the unsold 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 Securities of that maturity, provided that, your reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon our request. For purposes of this Section, if Securities mature on the same date but have different interest rates apply within a maturityrates, each separate CUSIP number within that maturity will be subject treated as a separate maturity of the Securities. We shall notify you, in one or more Pricing Wires at or prior to the 10% test). [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 the final Official Statement (as defined below). Exhibit A sets forth, as time of the date of this Purchase Agreement, Pricing Wire allocating the maturitiesSecurities, if any, of the Bonds for which the 10% test has not been satisfied as to any maturity of the Securities and for which whether we have agreed, on behalf of the CBE and Underwriters participating in the Underwriter agree that Account, to accept the restrictions set forth in the next sentence shall applysentence, which will allow the CBE Issuer to treat the initial offering price to the public of each such maturity as of the sale date of that maturity as the issue price of that maturity (the "“hold-the-offering-price rule"”). So In the event that the hold-the-offering-price rule shall be applicable to any maturity of the Securities, you agree that, so long as the hold-the-offering-price rule remains applicable to any maturity of the Bondsthat maturity, the Underwriter you will neither offer nor sell unsold Bonds Securities of that maturity to any person at a price that is higher than the initial offering price 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 we have notified the Underwriter Underwriters that the Account has sold at least 10% of that maturity of the Bonds Securities to the public at a price that is no higher than the initial offering price to the public. The Underwriter You acknowledge that you shall promptly advise the CBE or the CBE'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.] The CBE 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 be solely liable for your failure to comply with the hold-the-offering-price rulerequirements of this Section VI, as set forth in a selling group agreement and the related pricing wiresincluding, 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 publicbut not limited to, the agreement of each broker-dealer that is a party to such your agreement to comply with the hold-the-offering-price rule, as set forth if applicable to the Securities. Notwithstanding any provisions in the retail distribution agreement and Purchase Contract relating to liability of the related pricing wires. The CBE further acknowledges that Account to the Issuer in connection with the establishment of issue price of the Securities, as among the Underwriters participating in the Account, no 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 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 agreement, to comply with its corresponding agreement regarding the hold-the-offering-price rule, as applicable to the Bonds. 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 establishment 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 issue price of the selling group and each broker-dealer that is a party Securities, including, but not limited to, its agreement 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 applicableapplicable to the Securities. In the event that the Account, in each case if and for so long as directed by the Underwriter and as set forth or any one or more Underwriters participating in the related pricing wires. The Underwriter acknowledges that sales Account, become liable or make any payment to the Issuer under the Purchase Contract as a result of the failure of any Bonds to Underwriter, or of any person broker-dealer that is a related party to an underwriter 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 not constitute sales 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 for purposes public, we agree that the Selling Group Agreement shall contain the agreement of this section. Further, for purposes each dealer who is a member of this Section 1the selling group:
Appears in 1 contract
Samples: Master Agreement
