Information Agent. Either Xxxxxxxxx or the Purchaser may, with respect to the IA Services, terminate this Agreement upon 30 days prior written notice to the other party. Unless so terminated, this Agreement shall, with respect to IA Services continue in effect for the term of the Offer and any extension thereof, and shall terminate upon the final expiration of the Offer.
Information Agent. In Mellon’s capacity as Information Agent, Mellon shall:
(i) Assist in the coordination of all printing activities and advertisement placement, if required, in connection with the Offer.
(ii) Establish contacts with brokers, dealers, banks and other nominees on Purchaser’s behalf in accordance with Rule 13e-4 under the Securities Exchange Act of 1934, as amended.
(iii) Determine the material requirements necessary to fulfill mailing requirements to all registered and “street” holders and other interested parties.
(iv) Assist with document review in a timely manner, including, but not limited to, the following documents: Offer to Purchase, Letter of Transmittal (including Certification of Taxpayer Identification Number on Substitute Form W-9), Notice of Guaranteed Delivery and Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees and Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (“Offering Materials”).
(v) Facilitate the distribution of materials to the registered and beneficial owners of Purchaser’s common stock and to other interested parties.
(vi) Provide a dedicated toll-free line for all shareholder inquiries from 9:00 a.m. to 6:00 p.m. ET each business day.
(vii) Provide status reporting to management upon commencement of activity and continuing daily including total shares presented and tendered.
(viii) Facilitate payment of all broker forwarding invoices, subject to collection from Purchaser of monies for this purpose.
(ix) Build and maintain a current file of eligible participants, including registered holders and beneficial holders identified through Mellon’s research.
Information Agent. In your capacity as Information Agent you shall arrange and coordinate:
(a) Printing activities, if requested;
(b) Estimates of the number of offering materials required;
(c) Distribution of offering materials to the beneficial owners of Old Notes or the brokers, dealers, custodian banks and other nominees;
(d) A dedicated toll-free line for all Note holder queries; and
(e) Reimbursement of brokers, dealers and custodian banks for mailing costs associated with distribution of offering materials, subject to collection from the Company of monies for this purpose.
Information Agent. 13.1 The Company Parties have appointed the Information Agent, and the Information Agent shall be responsible for, among other things:
(a) receipt and processing of Noteholder Accession Letters, Company Party Accession Letters, Transfer Certificates, Confidential Annexures, and Proofs of Holdings;
(b) directing payments of fees and other amounts (including, without limitation, the Early Bird Consent Fee and the Consent Fee) to Consenting Noteholders via the Clearing Systems;
(c) calculating the amount of the Early Bird Consent Fee and the Consent Fee payable to each eligible Consenting Noteholder, and the amount of the Work Fee payable to the Original Consenting Noteholders;
(d) monitoring compliance by Consenting Noteholders with the provisions of Clause
3.2 (General Undertakings to Support the Transaction) and Clause 6 (Transfers); and
Information Agent. 46 5 ARTICLE VIII
Information Agent. Parent shall or shall cause Sub to engage a reputable agent, such as D.F. Xxxx xx Georxxxxx & Xo. to provide information to stockholders of the Company with respect to the Offer subsequent to its commencement and to encourage stockholders to tender their shares to the Offer. The fees and expenses of such agent shall be borne by 52 47 Parent or Sub, but Parent and Sub together shall not be required to spend in the aggregate more than $25,000 for such fees and expenses.
Information Agent. (a) In accordance with Section 14.4 of the Indenture, the Issuer hereby appoints the Collateral Administrator to act as the Information Agent and the Collateral Administrator hereby accepts such appointment. The parties hereto agree that any information required to be provided to the Information Agent under the Indenture or hereunder (“Rule 17g-5 Information”) shall be sent to the Information Agent’s e-mail address at Xxxxxxxx.0000@xxxxxx.xxx (the “Information Agent Email Address”) specifically referencing “Saratoga Investment Corp. 2013-1 – Rule 17g-5 Information” in the subject line (or such other e-mail address or subject line specified by the Information Agent in writing to the Issuer and the Investment Manager) and containing in the body of such e-mail an identification of the type of Rule 17g-5 Information being provided. All e-mails sent to the Information Agent pursuant to this Agreement or the Indenture shall only contain the Rule 17g-5 Information and no other information, documents, requests or communications. Each e-mail sent to the Information Agent pursuant to this Agreement or the Indenture failing to be sent to the Information Agent Email Address or failing to conform to the foregoing requirements of this paragraph shall be deemed incomplete and the Information Agent shall have no obligations with respect thereto.
(b) The Information Agent shall (i) forward, or cause to be forwarded, via e-mail any Rule 17g-5 Information to the Issuer’s Website’s e-mail address at XXXxxxXXX0000Xxx@xxxxxxxxxxxx.xxx (the “17g-5 Email Address”) (or such other e-mail address specified by the Issuer in writing to the Information Agent), but only to the extent such Rule 17g-5 Information is received by the Information Agent at the Information Agent Email Address in accordance herewith and (ii) approve such Rule 17g-5 Information for posting on the Issuer’s Website upon receipt of an e-mail from the Issuer’s Website (the “Confirmation Email”) at the Information Agent Email Address requesting that such information be approved for posting; provided, that the Information Agent may determine in its sole discretion to cause the posting of such Rule 17g-5 Information on the Issuer’s Website in such other manner established or approved by the Information Agent and permitted by the Issuer’s Website. The Information Agent will not be responsible or liable for any failure of the Issuer’s Website to receive forwarded emails, provide Confirmation Emails or for the actual post...
Information Agent. The Company will arrange for X.X. Xxxx & Co., Inc. to serve as information agent (the “Information Agent”) in connection with the Exchange Offer and will instruct the Information Agent to advise the Representative as to such matters relating to the Exchange Offer as the Representative may reasonably request and to furnish the Representative with any written reports concerning such information as it may reasonably request.
Information Agent. At its option, Parent may engage an agent to provide information to stockholders of Company with respect to the Offer subsequent to its commencement and to encourage stockholders to deliver their shares to the designated depository for the Offer. The fees and expenses of such agent shall be borne by Parent.
Information Agent. The Restructuring Companies represent and warrant, severally and not jointly, to each Participating Creditor, and each Participating Creditor acknowledges and agrees, severally and not jointly, that the Restructuring Companies have retained the Information Agent to provide the information agent services described in this Agreement (subject to the terms of a separate agreement between the Restructuring Companies and the Information Agent):
