Common use of Hold-The-Offering-Price Rule Clause in Contracts

Hold-The-Offering-Price Rule. The Issue Price Certificate will set forth, the maturities, if any, of the Bonds for which the 10% Test was not satisfied as of the Sale Date and for which the Issuer and the Representative, on behalf of the Underwriters, agree that the restrictions in the next sentence will apply (each such maturity of the Bonds being referred to as a “Held Maturity”), which will allow the Issuer to treat the Initial Offering Price to the Public of each such Held Maturity as the issue price of that Held Maturity (the “Hold-the-Offering-Price Rule”). For any maturity identified as a Held Maturity, the Underwriters will neither offer nor sell unsold Bonds of such Held Maturity to any person at a price that is higher than the applicable Initial Offering Price of such Held Maturity 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 Tax Law Underwriters have sold at least 10% of such Held Maturity to the Public at a price that is no higher than the Initial Offering Price of such Held Maturity. The Representative will promptly advise the Issuer when the Tax Law Underwriters have sold 10% of each such Held Maturity to the Public at a price that is no higher than the applicable Initial Offering Price of such Held Maturity, if that occurs prior to the close of the fifth business day after the Sale Date. On or after the sixth business day after the Sale Date, if requested by the Issuer or Bond Counsel, the Representative also will promptly confirm that the Tax Law Underwriters have complied with the Hold-the-Offering-Price Rule. If at any time the Representative becomes aware of any noncompliance by a Tax Law Underwriter with respect to the Hold-the-Offering Price Rule, the Representative will promptly report such noncompliance to the Issuer; provided, however, that the Representative shall have no affirmative obligation to monitor compliance by any Tax Law Underwriter with the Hold-the-Offering-Price Rule. The Issuer acknowledges that, in making the representation that each Underwriter will comply with the Hold-the-Offering Price Rule with respect to any Held Maturity, the Representative is relying on (A) 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,

Appears in 3 contracts

Samples: Bond Purchase Agreement, Bond Purchase Agreement, Bond Purchase Agreement

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Hold-The-Offering-Price Rule. The Issue Price Certificate will set forth, the maturities, if any, of the Bonds for which the 10% Test was not satisfied as of the Sale Date and for which the Issuer and the Representative, on behalf of the Underwriters, agree that the restrictions in the next sentence will apply (each such maturity of the Bonds being referred to as a “Held Maturity”), which will allow the Issuer to treat the Initial Offering Price to the Public of each such Held Maturity as the issue price of that Held Maturity (the “Hold-the-Offering-Price Rule”). For any maturity identified as a Held Maturity, the Underwriters will neither offer nor sell unsold Bonds of such Held Maturity to any person at a price that is higher than the applicable Initial Offering Price of such Held Maturity 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 Tax Law Underwriters have sold at least 10% of such Held Maturity to the Public at a price that is no higher than the Initial Offering Price of such Held Maturity. The Representative will promptly advise the Issuer when the Tax Law Underwriters have sold 10% of each such Held Maturity to the Public at a price that is no higher than the applicable Initial Offering Price of such Held Maturity, if that occurs prior to the close of the fifth business day after the Sale Date. On or after the sixth business day after the Sale Date, if requested by the Issuer or Bond Counsel, the Representative also will promptly confirm that the Tax Law Underwriters have complied with the Hold-the-Offering-Price Rule. If at any time the Representative becomes aware of any noncompliance by a Tax Law Underwriter with respect to the Hold-the-Offering Price Rule, the Representative will promptly report such noncompliance to the Issuer; provided, however, that the Representative shall have no affirmative obligation to monitor compliance by any Tax Law Underwriter with the Hold-the-Offering-Price Rule. The Issuer acknowledges that, in making the representation that each Underwriter will comply with the Hold-the-Offering Price Rule with respect to any Held Maturity, the Representative is relying on (A) 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,

Appears in 2 contracts

Samples: Bond Purchase Agreement, Bond Purchase Agreement

Hold-The-Offering-Price Rule. The Issue Price Certificate will set forth, the maturities, confirm if any, of the Bonds for which the 10% Test was not satisfied as of the Sale Date and for which and, if such is the case, the Issuer and the Representative, on behalf of the Underwriters, Underwriter agree that the restrictions in the next sentence will apply (each such maturity of the Bonds being referred to as a “Held Maturity”)apply, which will allow the Issuer to treat the Initial Offering Price to the Public of each such Held Maturity the Bonds as the issue price of that Held Maturity the Bonds (the “Hold-Hold- the-Offering-Price Rule”). For any maturity identified If the 10% Test was not satisfied as a Held Maturityof the Sale Date, the Underwriters Underwriter will neither offer nor sell unsold Bonds of such Held Maturity to any person at a price that is higher than the applicable Initial Offering Price of such Held Maturity the Bonds 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 Tax Law Underwriters have sold at least 10% of such Held Maturity the Bonds to the Public at a price that is no higher than the Initial Offering Price of such Held Maturitythe Bonds. The Representative Underwriter will promptly advise the Issuer when the Tax Law Underwriters have sold 10% of each such Held Maturity the Bonds to the Public at a price that is no higher than the applicable Initial Offering Price of such Held Maturitythe Bonds, if that occurs prior to the close of the fifth business day after the Sale Date. On or after the sixth business day after the Sale Date, if requested by the Issuer or Bond Counsel, the Representative Underwriter also will promptly confirm that the Tax Law Underwriters have complied with the Hold-the-Offering-Price Rule. If at any time the Representative Underwriter becomes aware of any noncompliance by a Tax Law Underwriter with respect to the Hold-the-Offering Offering-Price Rule, the Representative Underwriter will promptly report such noncompliance to the Issuer; provided, however, that the Representative shall have no affirmative obligation to monitor compliance by any Tax Law Underwriter with the Hold-the-Offering-Price Rule. The Issuer acknowledges that, in making the representation that each the Underwriter will comply with the Hold-the-Offering Offering-Price Rule with respect to any Held Maturityheld Bonds of an issue of the Bonds, the Representative Underwriter is relying on (A) in the event a selling group has been created in connection with the sale of the Issue of the Bonds to the Public, the agreement of each Underwriter dealer who is a member of the selling group to comply with the Hold-the- the-Offering-Price Rule, as set forth in an a selling group agreement among underwriters and the related pricing wires,, and (B) in the event that an Underwriter is a party to a third-party distribution agreement that was employed in connection with the sale of an issue of the Bonds, 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 third-party distribution agreement and the related pricing wires. The Issuer further acknowledges that each Tax Law Underwriter will be solely liable for its failure to comply with its agreement regarding the Hold-the-Offering-Price Rule and that no Tax Law Underwriter will be liable for the failure of any other Tax Law Underwriter to comply with its corresponding agreement regarding the Hold-the-Offering-Price Rule as applicable to an issue of the Bonds.

Appears in 1 contract

Samples: Bond Purchase Agreement

Hold-The-Offering-Price Rule. The Issue Price Certificate will set forth, the maturities, if any, of the Series 2021A Bonds for which the 10% Test was not satisfied as of the Sale Date and for which the Issuer and the Representative, on behalf of the Underwriters, agree that the restrictions in the next sentence will apply (each such maturity of the Series 2021A Bonds being referred to as a “Held Maturity”), which will allow the Issuer to treat the Initial Offering Price to the Public of each such Held Maturity as the issue price of that Held Maturity (the “Hold-Hold- the-Offering-Price Rule”). For any maturity identified as a Held Maturity, the Underwriters will neither offer nor sell unsold Series 2021A Bonds of such Held Maturity to any person at a price that is higher than the applicable Initial Offering Price of such Held Maturity 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 Tax Law Underwriters have sold at least 10% of such Held Maturity to the Public at a price that is no higher than the Initial Offering Price of such Held Maturity. The Representative will promptly advise the Issuer when the Tax Law Underwriters have sold 10% of each such Held Maturity to the Public at a price that is no higher than the applicable Initial Offering Price of such Held Maturity, if that occurs prior to the close of the fifth business day after the Sale Date. On or after the sixth business day after the Sale Date, if requested by the Issuer or Bond Counsel, the Representative also will promptly confirm that the Tax Law Underwriters have complied with the Hold-the-Offering-Price Rule. If at any time the Representative becomes aware of any noncompliance by a Tax Law Underwriter with respect to the Hold-the-Offering Price Rule, the Representative will promptly report such noncompliance to the Issuer; provided, however, that the Representative shall have no affirmative obligation to monitor compliance by any Tax Law Underwriter with the Hold-the-Offering-Price Rule. The Issuer acknowledges that, in making the representation that each Underwriter will comply with the Hold-the-Offering Price Rule with respect to any Held Maturity, the Representative is relying on (A) 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,

Appears in 1 contract

Samples: Bond Purchase Agreement

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Hold-The-Offering-Price Rule. The Issue Price Certificate will set forth, the maturities, if any, of the Bonds for which the 10% Test was not satisfied as of the Sale Date and for which the Issuer and the Representative, on behalf of the Underwriters, agree that the restrictions in the next sentence will apply (each such maturity of the Bonds being referred to as a “Held Maturity”), which will allow the Issuer to treat the Initial Offering Price to the Public of each such Held Maturity as the issue price of that Held Maturity (the “Hold-the-Offering-Price Rule”). For any maturity identified as a Held Maturity, the Underwriters will neither offer nor sell unsold Bonds of such Held Maturity to any person at a price that is higher than the applicable Initial Offering Price of such Held Maturity 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 Tax Law Underwriters have sold at least 10% of such Held Maturity to the Public at a price that is no higher than the Initial Offering Price of such Held Maturity. The Representative will promptly advise the Issuer when the Tax Law Underwriters have sold 10% of each such Held Maturity to the Public at a price that is no higher than the applicable Initial Offering Price of such Held Maturity, if that occurs prior to the close of the fifth business day after the Sale Date. On or after the sixth business day after the Sale Date, if requested by the Issuer or Bond Counsel, the Representative also will promptly confirm that the Tax Law Underwriters have complied with the Hold-the-Offering-Price Rule. If at any time the Representative becomes aware of any noncompliance by a Tax Law Underwriter with respect to the Hold-the-Offering Offering-Price Rule, the Representative will promptly report such noncompliance to the Issuer; provided, however, that the Representative shall have no affirmative obligation to monitor compliance by any Tax Law Underwriter with the Hold-the-Offering-Price Rule. The Issuer acknowledges that, in making the representation that each Underwriter will comply with the Hold-the-Offering Offering-Price Rule with respect to any Held Maturity, the Representative is relying on (A) 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,

Appears in 1 contract

Samples: Bond Purchase Agreement

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