Solicitation of Tenders and Consents Sample Clauses

Solicitation of Tenders and Consents. Except as contemplated by this Agreement, ProLogis has not paid or agreed to pay to any person any compensation for (i) soliciting another to purchase any of its securities or (ii) soliciting tenders or Consents by holders of Existing Notes or Existing Convertible Notes pursuant to the Exchange Offers. (d)
Sample 1
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Solicitation of Tenders and Consents. Except as contemplated by this Agreement the PLD Operating Partnership has not paid or agreed to pay to any person any compensation for (i) soliciting another to purchase any of its securities or (ii) soliciting tenders or Consents by holders of Existing Notes pursuant to the Exchange Offers (except as contemplated in this Agreement).
Sample 1
Solicitation of Tenders and Consents. Except as contemplated by this Agreement, Liberty has not paid or agreed to pay to any person any compensation for (i) soliciting another to purchase any of its securities or (ii) soliciting tenders or Consents by holders of Existing Notes pursuant to the Exchange Offers.
Sample 1
Solicitation of Tenders and Consents. On the basis of the representations and warranties and agreements of the Offeror set forth in this Agreement and subject to the other terms and conditions hereof, each Dealer Manager agrees to use its reasonable best efforts to solicit tenders of Outstanding Notes pursuant to the Exchange Offer and consents pursuant to the Consent Solicitation. Neither of the Dealer Managers nor any of the Dealer Managers’ respective affiliates, partners, directors, officers, consultants, 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 or consents, and neither of the Dealer Managers 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 the engagement of the Dealer Managers hereunder or any matter referred to in this Agreement except to the extent that such liability results from such Dealer Manager’s gross negligence or bad faith (and such gross negligence or bad faith shall be determined on a separate and not a joint basis) in performing the services that are the subject of this Agreement. In soliciting tenders or consents, no securities broker or dealer (other than yourselves), commercial bank or trust company shall be deemed to act as your agent, and you, as Dealer Managers, shall not be deemed the agent of any other securities broker or dealer or of any commercial bank or trust company. The obligations of the Dealer Managers hereunder are several and not joint. The Offeror authorizes each Dealer Manager to communicate with CapitalBridge, in its capacity as the information agent (the “Information Agent”), with the registrar for the Outstanding Notes, in its capacity as registrar (the “Registrar”), and with the depositary, in its capacity as depositary (the “Depositary”), retained by the Offeror with respect to matters relating to the Exchange Offer and the Consent Solicitation.
Sample 1
Solicitation of Tenders and Consents. (a) As Dealer Managers, you agree, in accordance with your customary practice, to perform in connection with the Exchange Offers those services that are customarily performed by investment banking concerns in connection with similar offers, including to use your reasonable best efforts to solicit tenders of R&B Falcon Notes and consents pursuant to the Exchange Offers. The performance by you of such services shall commence on the date of the mailing (the "Commencement Date") of the Prospectus, the Letter of Transmittal and related cover letters and documents to each holder of R&B Falcon Notes. 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 or consents, and neither you nor any of such persons or entities referred to above shall have any liability, based on your or their exclusive or contributory negligence or otherwise, 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 letter 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 letter agreement. In soliciting tenders and consents, 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 Managers, shall not be deemed the agent of any other securities broker or dealer or of any commercial bank or trust company.
Sample 1
Solicitation of Tenders and Consents. (a) The Dealer Manager will use its best efforts to solicit tenders of Securities and Consents pursuant to the Offers. The Dealer Manager shall have no liability to the Purchaser hereunder or for any act or omission on the part of any securities broker or dealer, commercial bank or trust company which may solicit tenders or Consents hereunder except for the gross negligence or willful misconduct of the Dealer Manager.
Sample 1
Solicitation of Tenders and Consents. Except as contemplated by this Agreement, neither the AMB REIT nor the AMB Operating Partnership has paid or agreed to pay to any person any compensation for (i) soliciting another to purchase any of its securities or (ii) soliciting tenders or Consents by holders of Existing Notes or Existing Convertible Notes pursuant to the Exchange Offers (except as contemplated in this Agreement).
Sample 1
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Solicitation of Tenders and Consents. Except as contemplated by this Agreement, neither the AMB REIT nor the AMB Operating Partnership has paid or agreed to pay to any person any compensation for (i) soliciting another to purchase any of its securities or (ii) soliciting tenders or Consents by holders of Existing Notes or Existing Convertible Notes pursuant to the Exchange Offers (except as contemplated in this Agreement). (h) No Price Stabilization or Manipulation. None of the AMB REIT, the AMB Operating Partnership or the respective Affiliates controlled by such entities has taken or will take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the AMB REIT, the AMB Operating Partnership or ProLogis to facilitate the sale or resale of the New Notes or New Exchangeable Notes or the tender of Existing Notes or Existing Convertible Notes in the Exchange Offers. (i) Stamp, Issuance and Transfer Taxes. Except as set forth in the Letter of Transmittal, there are no stamp or other issuance or transfer taxes or duties or other similar fees or charges required to be paid in connection with the execution and delivery of this Agreement, the Thirteenth Supplemental Indenture, the New Notes Indenture or any supplemental indenture thereto, the issuance by the AMB Operating Partnership of the New Notes in exchange for the Existing Notes and the New Exchangeable Notes in exchange for the Existing Convertible Notes, the issuance of the Guarantees by the AMB REIT or the solicitation or acceptance of consents or tenders with respect to the Existing Notes and Existing Convertible Notes.
Sample 1

Related to Solicitation of Tenders and Consents

  • Solicitation of Consents For the avoidance of doubt, each reference in this Indenture or the Notes to the consent of a Holder will be deemed to include any such consent obtained in connection with a repurchase of, or tender or exchange offer for, any Notes.

  • 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.

  • Non-Solicitation of Protected Customers Employee agrees that, during the Restricted Period, he shall not, without the prior written consent of the Company, directly or indirectly, on his own behalf or as a Principal or Representative of any Person, solicit, divert, take away, or attempt to solicit, divert, or take away a Protected Customer for the purpose of engaging in, providing, or selling Competitive Services.

  • 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.

  • Non-Solicitation of Customers During the Restricted Period, the Executive shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any customer, supplier, licensee, licensor or other business relation of the Company to terminate its relationship or contract with the Company, to cease doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company (including making any negative statements or communications concerning the Company or their employees).

  • Restrictions on Solicitation Executive shall not, directly or indirectly, without the prior written consent and approval of the Company, (i) interfere with or attempt to interfere with the relationship between any person who is, or was during the then most recent three (3) month period, an employee, agent, representative or independent contractor of the Company, or solicit, induce or attempt to solicit or induce any of them to leave the employ or service of the Company or to violate the terms of their respective contracts, agreements or any employment arrangements with the Company; or (ii) induce or attempt to induce any customer, client, supplier, distributor, licensee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the contract or relationship between the Company and any customer, client, supplier, distributor, licensee or other business relation of the Company. As used herein, the term “indirectly” shall include, without limitation, Executive’s permitting the use of Executive’s name by any Competitive Business to induce or interfere with any employee or business relationship of the Company.

  • Non-Solicitation of Personnel During the term of this Agreement and for a period of one (1) year thereafter, Consultant will not directly or indirectly solicit the services of any Company employee or consultant for Consultant’s own benefit or for the benefit of any other person or entity.

  • Non-Solicitation of Third Parties During the Term of Employment and for a period of 24 months following the Executive’s termination of employment with the Company, the Executive shall not directly or indirectly solicit or otherwise influence any entity with a business arrangement with the Company, including, without limitation, suppliers, sales representatives, lenders, lessors, and lessees, to discontinue, reduce, or otherwise materially or adversely affect such relationship.

  • Solicitation of Instructions (a) The Collateral Trustee may at any time solicit written confirmatory instructions, in the form of an Act of Required Debtholders, an Officers’ Certificate or an order of a court of competent jurisdiction, as to any action that it may be requested or required to take, or that it may propose to take, in the performance of any of its obligations under this Agreement or the other Security Documents.

  • 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.

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