Solicitation of Tenders Sample Clauses

Solicitation of Tenders. (a) The Dealer Manager agrees to use its reasonable efforts to solicit tenders of the Target Bonds for purchase or exchange pursuant to the Tender/Exchange Documents. Neither the Dealer Manager nor any of its affiliates, nor any partners, directors, officers, agents, employees or controlling persons (if any) of the Dealer Manager nor any of its affiliates (the Dealer Manager and any of its affiliates, and any partners, directors, officers, agents, employees or controlling persons (if any) of the Dealer Manager or any of the Dealer Manager’s affiliates being collectively hereinafter referred to as the “Dealer Manager Parties”), shall have any liability in tort, contract or otherwise to the City or the Authority or any other person for any act or omission on the part of any Target Bonds broker or dealer (other than any related Dealer Manager Party), commercial bank or trust company that solicits tenders, and no Dealer Manager Party shall have any liability to the City or the Authority or any person asserting claims on behalf of or in right of the City or the Authority in connection with or as a result of either its engagement or any matter governed by this Agreement except to the extent that such liability is finally judicially determined by a court of competent jurisdiction to have resulted from such Dealer Manager Party’s own gross negligence, willful misconduct or bad faith in performing the services that are the subject of this Agreement. In soliciting tenders, no Target Bonds broker or dealer (other than the Dealer Manager), commercial bank or trust company shall be deemed to act as the agent of the City or the Authority or the Dealer Manager. The Dealer Manager shall not be deemed the agent of any Target Bonds broker or dealer or of any commercial bank or trust company. (b) The City and the Authority agree to furnish to the Dealer Manager as many copies as the Dealer Manager may reasonably request of the Tender/Exchange Documents in final form for use by the Dealer Manager in connection with the Tender/Exchange Program. The City and the Authority shall not amend or supplement the Tender/Exchange Documents, or prepare or approve any additional material for use in connection with the Tender/Exchange Program, without the Dealer Manager’s prior written consent, which consent shall not be unreasonably withheld, and if such consent is withheld for any reason, the City and the Authority may terminate this Agreement. (c) Except for the 2022 Bonds POS and refer...
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Solicitation of Tenders. (a) You agree to use commercially reasonable efforts to solicit tenders of Securities and consents pursuant to the Tender Offers. Neither you nor any of your affiliates, nor any partners, directors, officers, agents, employees or controlling persons (if any) of you or any of your affiliates, shall have any liability to the Issuers or any other person for any act or omission on the part of any securities broker or dealer (other than yourselves), commercial bank or trust company that solicits tenders and consents, and neither you nor any of such persons or entities referred to above shall have any liability to the Issuers or any person asserting claims on behalf of or in right of the Issuers in connection with or as a result of either your engagement or any matter referred to in this agreement except to the extent that such liability results from your own gross negligence, willful misconduct or bad faith in performing the services that are the subject of this agreement. In soliciting tenders, no securities broker or dealer (other than yourselves), commercial bank or trust company shall be deemed to act as your agent or the agent of the Issuers, and each of the Dealer Managers, in their respective capacities as Dealer Managers, shall not be deemed the agent of any other securities broker or dealer or of any commercial bank or trust company. (b) The Issuers agree to furnish to each of the Dealer Managers as many copies as any Dealer Manager may reasonably request of the Offer Material and Additional Material in final form for use by such Dealer Manager in connection with the Tender Offers. Except as required by applicable law or regulation, the Issuers shall not amend or supplement the Offer Material, or prepare or approve any Additional Material for use in connection with the Tender Offers, without the consent of the Dealer Managers, which consent shall not be unreasonably withheld. (c) The Issuers agree to advise you promptly of (i) the occurrence of any event which could cause the Issuers to withdraw, rescind, terminate or modify the Tender Offers, (ii) any proposal or requirement to amend or supplement the Offer Material or Additional Material or (iii) any other information relating to the Tender Offers which the Dealer Managers may from time to time reasonably request. (d) Except as required by applicable law or regulation, the Issuers will not use or publish any material in connection with the Tender Offers, or refer to any Dealer Manager in any such mat...
Sample 1
Solicitation of Tenders. Neither you nor any of your affiliates, partners, directors, officers, agents, employees or controlling persons (if any) shall have any liability (in tort, contract or otherwise) to the Company or any other person for any losses, claims, damages, liabilities or expenses arising from your own acts in performing your obligations hereunder or otherwise in connection with the Company’s proposed acquisition of any interest in the Company, the Mxxxxx Sxxxxxx & Co. Incorporated November 17, 2003 Trust or PPL Capital Funding, except for any such losses, claims, damages, liabilities or expenses that are finally judicially determined to have resulted from your bad faith or gross negligence. You shall act as an independent contractor, and nothing herein contained shall constitute you an agent of the Company, the Trust or PPL Capital Funding.
Sample 1
Solicitation of Tenders. (a) The Solicitation Agent will use its best efforts to solicit tenders of Shares pursuant to the Offer to Exchange. The Solicitation Agent shall have no liability to the Company hereunder or for any act or omission on the part of any securities broker or dealer, commercial bank or trust company, other than the Solicitation Agent, which may solicit tenders hereunder except to the extent any losses are finally judicially determined to have resulted from the gross negligence or willful misconduct of the Solicitation Agent. In soliciting or obtaining tenders of Shares, no dealer, bank or trust company is to be deemed to be acting as the Solicitation Agent's agent or the agent of the Company or any of its affiliates, and the Solicitation Agent is not to be deemed the agent of any dealer, bank or trust company or the agent or fiduciary of the Company or any of it affiliates, equity holders, creditors or of any other person. In soliciting or obtaining tenders of Shares, the Solicitation Agent shall not be and shall not be deemed for any purpose to act as a partner or joint venturer of or a member of a syndicate or group with the Company or any of its affiliates in connection with the Offer to Exchange, any purchase of the Shares, or otherwise, and neither the Company nor any of its affiliates shall be deemed to act as the Solicitation Agent's agent. (b) The Company authorizes the Solicitation Agent to communicate with American Stock Transfer & Trust Company in its capacity as exchange agent (the "Exchange Agent") with respect to matters relating to the Offer to Exchange. The Company has instructed the Exchange Agent to advise the Solicitation Agent at least daily as to the number of Shares that have been tendered pursuant to the Offer to Exchange, and as to such other matters in connection with the Offer to Exchange as the Solicitation Agent may request. (c) The Company will promptly inform the Solicitation Agent of any events known to the Company that might require any material change in the Prospectus. The Company will promptly inform the Solicitation Agent of any litigation or administrative action known to the Company with respect to the Offer to Exchange. (d) The Company agrees to furnish the Solicitation Agent, at the Company's expense, with as many copies as the Solicitation Agent may reasonably request of the Registration Statement, Prospectus, the Letter of Transmittal, all statements and other documents filed or to be filed with the Securities and Exch...
Sample 1
Solicitation of Tenders. You shall have no liability (in tort, contract or otherwise) to the Company or any other person related to the Company for any act or omission on the part of any securities broker or dealer (other than yourself), commercial bank or trust company that solicits tenders. In soliciting tenders, no securities broker or dealer, commercial bank or trust company shall be deemed to act as your agent of any other securities broker or dealer or of any commercial bank or trust company.
Sample 1
Solicitation of Tenders. The Dealer Manager agrees to use customary, reasonable efforts to solicit tenders of the Bonds pursuant to the terms of the Tender Offer. The Dealer Manager agrees to perform those services as are customarily performed by investment banking institutions in connection with a tender offer of like nature, including, but not limited to, assisting the Issuer in the preparation of the documentation necessary to effect the transactions herein contemplated (without assuming responsibility for such documentation, unless such information has been furnished to the Issuer in writing by the Dealer Manager), soliciting tenders pursuant to the Tender Offer and communicating generally regarding the Tender Offer with brokers, dealers, commercial banks, trust companies and other persons, including Registered or Beneficial Owners of the Bonds.
Sample 1
Solicitation of Tenders. You agree to use your best efforts to solicit tenders of Existing Notes pursuant to the Exchange Offer. Neither you nor any of your affiliates, partners, directors, officers, agents, employees or controlling persons (if any) shall have any liability to the Offeror or any other person for any act or omission on the part of any securities broker or dealer (other than yourselves), commercial bank or trust company that solicits tenders, and neither you nor any of such other persons or entities referred to above shall have any liability to the Offeror or any person asserting claims on behalf of or in right of the Offeror in connection with or as a result of either your engagement or any matter referred to in this Agreement except to the extent that such liability results from your gross negligence or bad faith in performing the services that are the subject of this Agreement. In soliciting tenders, no securities broker or dealer (other than yourselves), commercial bank or trust company shall be deemed to act as your agent or the agent of the Offeror, and you, as Dealer Manager, shall not be deemed the agent of any other securities broker or dealer or of any commercial bank or trust company.
Sample 1
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Related to Solicitation of Tenders

  • Solicitation of Customers During the periods in which the provisions of Section 8(a) shall be in effect, the Executive, directly or indirectly, will not seek nor accept Prohibited Business from any Customer (as defined below) on behalf of any enterprise or business other than the Company, refer Prohibited Business from any Customer to any enterprise or business other than the Company or receive commissions based on sales or otherwise relating to the Prohibited Business from any Customer, or any enterprise or business other than the Company. For purposes of this Agreement, the term “Customer” means any person, firm, corporation, partnership, limited liability company, association or other entity to which the Company or any of its affiliates sold or provided goods or services during the 24-month period prior to the time at which any determination is required to be made as to whether any such person, firm, corporation, partnership, limited liability company, association or other entity is a Customer, or who or which was approached by or who or which has approached an employee of the Company for the purpose of soliciting business from the Company or the third party, as the case may be. Provided, however, the goods or services must be competitive in some respect to the Company’s business during such time.

  • Solicitation of Sales In consideration of these rights granted to Distributors, Distributors agrees to use all reasonable efforts, consistent with its other business, to secure purchasers for shares of the Issuer. This shall not prevent Distributors from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. This does not obligate Distributors to register as a broker or dealer under the Blue Sky Laws of any jurisdiction in which it is not now registered or to maintain its registration in any jurisdiction in which it is now registered. If a sales charge is in effect, Distributors shall have the right to enter into sales agreements with dealers of its choice for the sale of shares of the Issuer to the public at the public offering price only and fix in such agreements the portion of the sales charge which may be retained by dealers, provided that the Issuer shall approve the form of the dealer agreement and the dealer discounts set forth therein and shall evidence such approval by filing said form of dealer agreement and amendments thereto as an exhibit to its currently effective Registration Statement under the 0000 Xxx. The Distributor will not direct remuneration from commissions paid by the Issuer for portfolio securities transactions to a broker or dealer for promoting or selling fund shares.

  • Solicitation The Company will provide each holder of the Notes (irrespective of the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each holder of outstanding Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

  • Non-Solicitation of Customers The Executive agrees that, during the Restricted Period, he will not, directly or indirectly, solicit or attempt to solicit (i) any party who is a customer or client of the Company or its subsidiaries, who was a customer or client of the Company or its subsidiaries at any time during the twelve (12) month period immediately prior to the date the Executive's employment terminates or who is a prospective customer or client that has been identified and targeted by the Company or its subsidiaries for the purpose of marketing, selling or providing to any such party any services or products offered by or available from the Company or its subsidiaries, or (ii) any supplier or vendor to the Company or any subsidiary to terminate, reduce or alter negatively its relationship with the Company or any subsidiary or in any manner interfere with any agreement or contract between the Company or any subsidiary and such supplier or vendor.

  • Solicitations From and after the Closing Date, the Servicer agrees that it will not take any action or permit or cause any action to be taken by any of its agents and Affiliates, or by any independent contractors or independent mortgage brokerage companies on the Servicer's behalf, to personally, by telephone or mail, solicit the Mortgagor under any Mortgage Loan for the purpose of refinancing such Mortgage Loan; provided, that the Servicer may solicit any Mortgagor for whom the Servicer has received a request for verification of mortgage, a request for demand for payoff, a mortgagor initiated written or verbal communication indicating a desire to prepay the related Mortgage Loan, another mortgage company has pulled a credit report on the mortgagor or the mortgagor initiates a title search; provided further, it is understood and agreed that promotions undertaken by the Servicer or any of its Affiliates which (i) concern optional insurance products or other additional products or (ii) are directed to the general public at large, including, without limitation, mass mailings based on commercially acquired mailing lists, newspaper, radio, telephone and television advertisements shall not constitute solicitation under this Section, nor is the Servicer prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor. Furthermore, the Servicer shall be permitted to include in its monthly statements to borrowers or otherwise, statements regarding the availability of the Servicer's counseling services with respect to refinancing mortgage loans.

  • Non-Solicitation of Clients During the Restricted Period, the Executive agrees not to solicit, directly or indirectly, on his own behalf or on behalf of any other person(s), any client of the Company to whom the Company had provided services at any time during the Executive’s employment with the Company in any line of business that the Company conducts as of the date of the Executive’s termination of employment or that the Company is actively soliciting, for the purpose of marketing or providing any service competitive with any service then offered by the Company.

  • No Solicitation of Customers During the Executive’s employment with the Employer and for a period of 12 months thereafter, the Executive shall not (except on behalf of or with the prior written consent of the Employer), either directly or indirectly, on the Executive’s own behalf or in the service or on behalf of others, (A) solicit, divert, or appropriate to or for a Competing Business, or (B) attempt to solicit, divert, or appropriate to or for a Competing Business, any person or entity that is or was a customer of the Employer or any of its Affiliates at any time during the 12 months prior to the date of termination and with whom the Executive has had material contact.

  • Solicitations as Agent The Agents propose to solicit offers to purchase the Notes upon the terms and conditions set forth herein and in the Prospectus and upon the terms communicated to the Agents from time to time by the Company and the Trust or the Purchasing Agent, as the case may be. For the purpose of such solicitation, the Agents are not authorized, without the prior written consent of the Company, to provide any written information relating to the Company and the Trust to any prospective purchaser other than the Prospectus as then amended or supplemented which has been most recently distributed to the Agents by the Company, and the Agents will solicit offers to purchase only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company and the Trust reserve the right, in their sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently. Upon receipt of instructions (which may be given orally) from the Company and the Trust, the Agents will suspend promptly solicitation of offers to purchase until such time as the Company and the Trust has advised the Agents that such solicitation may be resumed. Unless otherwise instructed by the Company and the Trust, the Agents are authorized to solicit offers to purchase the Notes only in denominations of $1,000 or more (in multiples of $1,000). The Agents are not authorized to appoint subagents or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes without the consent of the Company and the Trust. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of its agreements contained herein. The Company and the Trust agree to pay the Purchasing Agent, as consideration for soliciting offers to purchase Notes pursuant to the Selling Agent Agreement, a concession in the form of a discount equal to the percentages of the initial offering price of each Note actually sold as set forth in Exhibit Q hereto (the "Concession"); provided, however, that the Company, the Trust and the Purchasing Agent may agree also to a Concession greater than or less than the percentages set forth on Exhibit Q hereto. The actual aggregate Concession with respect to the Notes will be set forth in the related Pricing Supplement. The Purchasing Agent and the other Agents or Selected Dealers will share the above-mentioned Concession in such proportions as they may agree. Unless otherwise authorized by the Company and the Trust, all Notes shall be sold to the public at a purchase price not to exceed 100% of the principal amount thereof, plus accrued interest, if any. Such purchase price shall be set forth in the confirmation statement of the Agent or Selected Dealer responsible for such sale and delivered to the purchaser along with a copy of the Prospectus (if not previously delivered) and Pricing Supplement.

  • Solicitation of Orders You will use your best efforts (but only in states in which you may lawfully do so) to obtain from investors unconditional orders for Shares authorized for issue by the Fund and registered under the 1933 Act, provided that you may in your discretion refuse to accept orders for Shares from any particular applicant.

  • Non-Solicitation of Customers and Employees The Executive agrees that during the Term and for a period of two (2) years following the Termination of the Executive’s Employment, the Executive shall not, directly or indirectly, individually or jointly, (i) solicit in any manner, seek to obtain or service, or accept the business of any Customer for any product or service of the type offered by the Employer or competitive with the Company’s Business, (ii) solicit in any manner, seek to obtain or service, or accept the business of any Prospective Customer for any product or service of the type offered by the Employer or otherwise competitive with the Company’s Business, (iii) request or advise any Customer, Prospective Customer, or supplier of the Employer to terminate, reduce, limit, or change its business or relationship with the Employer, or (iv) induce, request, or attempt to influence any employee of the Employer to terminate his employment with the Employer.

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