Solicitations as Agent Purchases as Principal. (a) Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, as agent of the Company, to use its reasonable efforts to solicit offers to purchase the Securities from the Company upon the terms and conditions set forth in the Prospectus as amended or supplemented from time to time. So long as this Agreement shall remain in effect with respect to any Agent, the Company shall not, without the consent of such Agent, solicit or accept offers to purchase, or sell in the United States Securities or any other substantially similar debt securities with a maturity at the time of original issuance of 9 months to 30 years except (i) pursuant to this Agreement and any Terms Agreement, (ii) pursuant to a private placement not constituting a public offering under the Securities Act, (iii) in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous public offering of medium-term debt securities, or (iv) in connection with the continuous offering of asset-backed medium- term debt securities rated "AA" (or an equivalent rating) or higher by a nationally recognized statistical rating organization (as defined for purposes of Rule 436(g) under the Securities Act) (a "Rating Organization"). However, the Company reserves the right to sell, and may solicit and accept offers to purchase, Securities directly on its own behalf to investors (other than broker- dealers). The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Securities. Upon receipt of at least one business day's prior notice from the Company, each Agent will suspend solicitation of offers to purchase Securities from the Company until such time as the Company has advised such Agent or Agents that such solicitation may be resumed. During the period of time that such solicitation is suspended, the Company shall not be required to deliver any opinions, letters or certificates in accordance with Sections 4(i), 4(j) and 4(k); provided that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered for the Securities or for a change that the Agents deem to be immaterial), no Agent shall be required to resume soliciting offers to purchase Securities until the Company has delivered such opinions, letters and certificates as such Agent may reasonably request. The Company agrees to pay each Agent, as consideration for the sale of each Security resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Security in an amount equal to the following applicable percentage of the principal amount of such Security sold:
Appears in 1 contract
Solicitations as Agent Purchases as Principal. (a) Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, as agent of the Company, to use its reasonable efforts to solicit offers to purchase the Securities from the Company upon the terms and conditions set forth in the Prospectus as amended or supplemented from time to time. So The Company may from time to time offer Notes for sale otherwise than through the Agents; provided, however, that so long as this Agreement shall remain be in effect with respect to any Agent, the Company shall not, without the consent of such Agent, not solicit or accept offers to purchase, or sell in the United States sell, Securities or any other substantially similar debt securities with a maturity at the time of original issuance of 9 nine (9) months to 30 years or more except (i) pursuant to this Agreement and any Terms Agreement, (ii) or except pursuant to a private placement not constituting a public offering under the Securities Act, (iii) Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous public offering of medium-term debt securitiessecurities through any other agents without amending this Agreement to appoint such agents as additional Agents hereunder on the same terms and conditions as provided herein for the Agents and without giving the Agents prior notice of such appointment. The consent of the then current Agents shall not be necessary for such purpose. In the absence of such an amendment, the Company may accept offers to purchase Notes from or through an agent other than the Agents, provided that (ivi) the Company shall not have solicited such offers, (ii) the Company and such agent shall have executed an agreement with respect to such purchases having terms and conditions (including, without limitation, commission rates) with respect to such purchases substantially the same as the terms and conditions that would apply to such purchases under this Agreement as if such agent was an Agent (which may be accomplished by incorporating by reference in connection such agreement the terms and conditions of this Agreement), and (iii) the Company shall provide the Agents with a copy of such agreement following the continuous offering of asset-backed medium- term debt securities rated "AA" (or an equivalent rating) or higher by a nationally recognized statistical rating organization (as defined for purposes of Rule 436(g) under the Securities Act) (a "Rating Organization")execution thereof. However, the Company reserves the right to sell, and may solicit and accept offers to purchase, Securities directly on its own behalf to investors (other than broker- broker-dealers). The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase Securities. Upon receipt of at least one business day's prior notice from the Company, each Agent will suspend solicitation of offers to purchase Securities from the Company until such time as the Company has advised such Agent or Agents that such solicitation may be resumed. During the period of time that such solicitation is suspended, the Company shall not be required to deliver any opinions, letters or certificates in accordance with Sections 4(i4(l), 4(j4(m) and 4(k4(n); provided that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered for the Securities or for a change that the Agents deem to be immaterial), including an amendment or supplement including or incorporating amended or supplemented financial information, no Agent shall be required to resume soliciting offers to purchase Securities until the Company has delivered such opinions, letters and certificates as such Agent may reasonably request. The Company agrees to pay each Agent, as consideration for the sale of each Security resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Security in an amount equal to the following applicable percentage of the principal amount of such Security sold:: RANGE OF MATURITIES COMMISSION PERCENTAGE OF AGGREGATE PRINCIPAL AMOUNT OF SECURITIES SOLD From 9 months to less than 1 year................ .125% From 1 year to less than 18 months............... .150% From 18 months to less than 2 years.............. .200% From 2 years to less than 3 years................ .250% From 3 years to less than 4 years................ .350% From 4 years to less than 5 years................ .450% From 5 years to less than 6 years................ .500% From 6 years to less than 7 years................ .550% From 7 years to less than 10 years............... .600% From 10 years to less than 15 years.............. .625% From 15 years to less than 20 years.............. .675% From 20 years to 30 years........................ .750% RANGE OF MATURITIES COMMISSION PERCENTAGE OF AGGREGATE PRINCIPAL AMOUNT OF SECURITIES SOLD Greater than 30 years............................ * *As agreed to by the Company and the applicable Agent at the time of sale. The Agents are authorized to solicit offers to purchase Securities only in the principal amount of $1,000 (or, in the case of Securities not denominated in U.S. dollars, the equivalent thereof in the applicable foreign currency or composite currency, rounded down to the nearest 1,000 units of such foreign currency or composite currency) or any amount in excess thereof which is an integral multiple of $1,000 (or, in the case of Securities not denominated in U.S. dollars, 1,000 units of such foreign currency or composite currency). Each Agent shall communicate to the Company, orally or in writing, each offer to purchase Securities received by such Agent as agent that in its judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. Each Agent shall have the right, in its sole discretion, to reject any offer to purchase Securities, as a whole or in part, that it considers to be unacceptable and any such rejection shall not be deemed a breach of its agreements herein contained. The procedural details relating to the issue and delivery of Securities sold by an Agent as agent and the payment therefor are set forth in the Administrative Procedures (as hereinafter defined).
Appears in 1 contract
Samples: Distribution Agreement (Security Capital Group Inc/)
Solicitations as Agent Purchases as Principal. (a) Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, as agent of the Company and upon the Company’s instruction, to use its reasonable efforts to solicit offers to purchase the Securities Notes from the Company upon the terms and conditions set forth in the Prospectus as amended or supplemented from time to timeGeneral Disclosure Package and the Prospectus. So long as this Agreement shall remain in effect with respect to any Agent, the Company shall not, without the consent of such AgentAgent(s), solicit or accept offers to purchase, or sell in the United States Securities sell, Notes or any other substantially similar debt securities with a maturity at the time of original issuance of 9 nine months to 30 years or more except (i) pursuant to this Agreement and any Terms Agreement, (ii) or except pursuant to a private placement not constituting a public offering under the Securities Act, (iii) Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous public offering of medium-term debt securities, or (iv) in connection with the continuous offering of asset-backed medium- term debt securities rated "AA" (or an equivalent rating) or higher by a nationally recognized statistical rating organization (as defined for purposes of Rule 436(g) under the Securities Act) (a "Rating Organization"). However, the Company reserves the right to sell, and may solicit and accept offers to purchase, Securities Notes directly on its own behalf to investors (other than broker- broker-dealers, except to the extent set forth in the next succeeding sentence). The Company may from time to time offer Notes for sale otherwise than through an Agent; provided, however, that so long as this Agreement shall be in effect the Company shall not solicit and accept offers to purchase Notes through any agent other than an Agent without amending this Agreement to appoint such agent an additional Agent pursuant to Section 15 hereunder and without giving the Agents prior notice of such appointment; except, that if from time to time the Company is approached by a prospective agent offering to solicit a specific purchase of Notes, the Company may engage such agent with respect to such specific purchase, only if, (i) such agent is engaged on terms substantially similar (including the same commission schedule as set forth herein) to the applicable terms of this Agreement (without being required to become a party hereto) and (ii) the Agents are given notice of such purchase promptly, in each case after the purchase is agreed to. The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase SecuritiesNotes. Upon receipt of at least one business day's ’s prior notice from the Company, each Agent will suspend solicitation of offers to purchase Securities Notes from the Company until such time as the Company has advised such Agent or Agents that such solicitation may be resumed. During the period Each purchase of time that such solicitation is suspended, the Company shall not be required to deliver any opinions, letters or certificates in accordance with Sections 4(i), 4(j) and 4(k); provided that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered for the Securities or for a change that the Agents deem to be immaterial), no Agent Notes shall be required to resume soliciting offers to purchase Securities until the Company has delivered such opinions, letters and certificates as such Agent may reasonably request. The Company agrees to pay each Agent, as consideration for the sale of each Security resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of (i) at a discount from the purchase price of such Security in an amount equal to the following applicable percentage of the principal amount of such Security sold:Notes as agreed between the Company and such Agent or (ii) as otherwise agreed between the Company and such Agent. The Agents are authorized to solicit offers to purchase Notes only in the principal amount of $1,000 (or, in the case of Notes not denominated in U.S. dollars, the equivalent thereof in the applicable foreign currency or composite currency, rounded down to the nearest 1,000 units of such foreign currency or composite currency) or any amount in excess thereof which is an integral multiple of $1,000 (or, in the case of Notes not denominated in U.S. dollars, 1,000 units of such foreign currency or composite currency). Each Agent shall communicate to the Company, orally or in writing, each offer to purchase Notes received by such Agent as agent that in its judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase the Notes and may reject any such offer in whole or in part. Each Agent shall have the right, in its sole discretion, to reject any offer to purchase Notes, as a whole or in part, that it considers to be unacceptable and any such rejection shall not be deemed a breach of its agreements under this Agreement. The procedural details relating to the issue and delivery of Notes sold by an Agent as agent and the payment therefor are set forth in the Administrative Procedures (as hereinafter defined).
Appears in 1 contract
Solicitations as Agent Purchases as Principal. (a) Solicitations Subject to the terms and conditions stated herein, the Company hereby appoints each Agent as Agentthe agent of the Company for the purpose of soliciting or receiving offers to purchase the Notes from the Company by others. On the basis of the representations and warranties herein containedcontained herein, but subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly Agent agrees, as the agent of the Company, to use its reasonable efforts to solicit offers to purchase the Securities from the Company Notes upon the terms and conditions set forth in the Prospectus Prospectus. The Company reserves the right to accept offers to purchase Notes through an agent other than the Agents, without obtaining the consent of the Agents, provided that any such additional agents shall agree to be bound by and subject to all applicable provisions of this Agreement in respect of such issue and purchase of Notes (including the commission schedule set forth in Exhibit A hereto). Except as amended contemplated in the preceding sentence or supplemented from time to time. So as otherwise provided herein, so long as this Agreement shall remain in effect with respect to any Agent, the Company shall not, without the consent of each such Agent, solicit or accept offers to purchasepurchase Notes otherwise than through one of the Agents, or sell in the United States Securities or any other substantially similar debt securities with a maturity at the time of original issuance of 9 months to 30 years except (i) pursuant to this Agreement and any Terms Agreementprovided, (ii) pursuant to a private placement not constituting a public offering under the Securities Act, (iii) in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous public offering of medium-term debt securities, or (iv) in connection with the continuous offering of asset-backed medium- term debt securities rated "AA" (or an equivalent rating) or higher by a nationally recognized statistical rating organization (as defined for purposes of Rule 436(g) under the Securities Act) (a "Rating Organization"). Howeverhowever, the Company expressly reserves the right to sellsell Notes directly to investors. Each Agent may also purchase Notes from the Company as principal for purposes of resale, and may solicit and accept offers to purchase, Securities directly on its own behalf to investors as more fully described in paragraph (other than broker- dealers). e) of this Section.
(b) The Company reserves the right, in its sole discretion, to instruct suspend solicitation of offers to purchase the Agents to suspend Notes commencing at any time, time for any period of time or permanently, the solicitation of offers to purchase Securitiesindefinitely. Upon receipt of at least one business day's prior written notice from the Company, each Agent the Agents will forthwith suspend solicitation of offers to purchase Securities Notes from the Company until such time as the Company has advised such Agent or the Agents that such solicitation may be resumed. During For the period purpose of the foregoing sentence, "business day" shall mean any day which is not a Saturday or Sunday and which is not a day on which (i) banking institutions are generally authorized or obligated by law to close in The City of New York and (ii) The New York Stock Exchange, Inc. is closed for trading. Upon receipt of notice from the Company as contemplated by Section 3(c) hereof, each Agent shall suspend its solicitation of offers to purchase Notes until such time that such solicitation is suspended, as the Company shall not be required have furnished it with an amendment or supplement to deliver any opinions, letters or certificates in accordance with Sections 4(i), 4(j) and 4(k); provided that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than Prospectus, as the case may be, contemplated by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered for the Securities or for a change that the Agents deem to be immaterial), no Agent Section 3(c) and shall be required to resume soliciting offers to purchase Securities until the Company has delivered such opinions, letters and certificates as have advised such Agent that such solicitation may reasonably request. The Company agrees to pay each Agent, as consideration for be resumed.
(c) Promptly upon the closing of the sale of each Security resulting from any Notes sold by the Company as a result of a solicitation made by or an offer to purchase received by such an Agent, unless the Company and such Agent shall agree otherwise, the Company agrees to pay such Agent a commission commission, in the form of a discount in accordance with the schedule set forth in Exhibit A hereto.
(d) The Agents are authorized to solicit offers to purchase the Notes only in denominations as are specified in the Prospectus at a purchase price as shall be specified by the Company. Each Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Notes received by it as an Agent. The Company shall have the sole right to accept offers to purchase the Notes and may reject any such offer in whole or in part. Each Agent shall have the right, in its discretion reasonably exercised without advising the Company, to reject any offer to purchase the Notes received by it, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. No Note which the Company has agreed to sell pursuant to this Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Note shall have been delivered to the purchaser thereof against payment by such purchaser.
(e) Each sale of Notes to any Agent as principal, for resale to one or more investors or to another broker-dealer (acting as principal for purposes of resale), shall be made in accordance with the terms of this Agreement and a Purchase Agreement whether oral (and confirmed in writing by such Agent to the Company, which may be by facsimile transmission) or in writing, which will provide for the sale of such Notes to, and the purchase thereof by, such Agent. A Purchase Agreement may also specify certain provisions relating to the reoffering of such Notes by such Agent. The commitment of any Agent to purchase Notes from the purchase price Company as principal shall be deemed to have been made on the basis of such Security in an amount equal the representations and warranties of the Company herein contained and shall be subject to the following applicable percentage of terms and conditions herein set forth. Each Purchase Agreement shall specify the principal amount and terms of the Notes to be purchased by an Agent, the time and date (each such time and date being referred to herein as a "Time of Delivery") and place of delivery of and payment for such Notes and such other information (as applicable) as is set forth in Exhibit C hereto. The Company agrees that if any Agent purchases Notes as principal for resale such Agent shall receive such compensation, in the form of a discount or otherwise, as shall be indicated in the applicable Purchase Agreement or, if no compensation is indicated therein, a commission in accordance with Exhibit A hereto. Any Agent may utilize a selling or dealer group in connection with the resale of such Security sold:Notes. In addition, any Agent may offer the Notes they have purchased as principal to other dealers. Any Agent may sell Notes to any dealer at a discount and, unless otherwise specified in the applicable Pricing Supplement, such discount allowed to any dealer will not be in excess of the discount to be received by such Agent from the Company. Such Purchase Agreement shall also specify any requirements for delivery of opinions of counsel, accountant's letters and officers' certificates pursuant to Section 4 hereof.
(f) Administrative procedures respecting the sale of Notes (the "Procedures") are set forth in Exhibit B hereto and may be amended in writing from time to time by the Agents and the Company. Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by each of them herein and in the Procedures. The Procedures shall apply to all transactions contemplated hereunder including sales of Notes to any Agent as principal pursuant to a Purchase Agreement, unless otherwise set forth in such Purchase Agreement.
(g) The documents required to be delivered by Section 4 hereof shall be delivered at the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York 10000, xxx xxxxx xhan 00:00 X.M., Xxx Xxxx Xxxx xxxx, xx xxx xxxx xx xxxx Xxxeement or at such later time as may be mutually agreed upon by the Company and the Agents, which in no event shall be later than the time at which the Agents commence solicitation of offers to purchase Notes hereunder (the "Closing Date").
Appears in 1 contract
Solicitations as Agent Purchases as Principal. (a) Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, as agent of the Company, to use its reasonable efforts to solicit offers to purchase the Securities Notes from the Company upon the terms and conditions set forth in the Prospectus as amended or supplemented from time to timeGeneral Disclosure Package and the Prospectus. So long as this Agreement shall remain in effect with respect to any Agent, the Company shall not, without the consent of such Agent, solicit or accept offers to purchase, or sell in the United States Securities sell, Notes or any other substantially similar debt securities with a maturity at the time of original issuance of 9 nine months to 30 years or more except (i) pursuant to this Agreement and any Terms Agreement, (ii) or except pursuant to a private placement not constituting a public offering under the Securities Act, (iii) Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous public offering of medium-term debt securities, or (iv) in connection with the continuous offering of asset-backed medium- term debt securities rated "AA" (or an equivalent rating) or higher by a nationally recognized statistical rating organization (as defined for purposes of Rule 436(g) under the Securities Act) (a "Rating Organization"). However, the Company reserves the right to sell, and may solicit and accept offers to purchase, Securities Notes directly on its own behalf to investors (other than broker- broker-dealers, except to the extent set forth in the next succeeding sentence). The Company may also sell Notes to an Agent acting as principal for its own account or for resale to one or more investors. The Company may from time to time offer Notes for sale otherwise than through an Agent; provided, however, that so long as this Agreement shall be in effect the Company shall not solicit and accept offers to purchase Notes through any agent other than an Agent without amending this Agreement to appoint such agent an additional Agent pursuant to Section 15 hereunder and without giving the Agents prior notice of such appointment; except, that if from time to time the Company is approached by a prospective agent offering to solicit a specific purchase of Notes, the Company may engage such agent with respect to such specific purchase, only if, (i) such agent is engaged on terms substantially similar (including the same commission schedule as set forth herein) to the applicable terms of this Agreement (without being required to become a party hereto) and (ii) the Agents are given notice of such purchase promptly, in each case after the purchase is agreed to. The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase SecuritiesNotes. Upon receipt of at least one business day's ’s prior notice from the Company, each Agent will suspend solicitation of offers to purchase Securities Notes from the Company until such time as the Company has advised such Agent or Agents that such solicitation may be resumed. During the period Each purchase of time that such solicitation is suspended, the Company shall not be required to deliver any opinions, letters or certificates in accordance with Sections 4(i), 4(j) and 4(k); provided that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered for the Securities or for a change that the Agents deem to be immaterial), no Agent Notes shall be required to resume soliciting offers to purchase Securities until the Company has delivered such opinions, letters and certificates as such Agent may reasonably request. The Company agrees to pay each Agent, as consideration for the sale of each Security resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of (i) at a discount from the purchase price of such Security in an amount equal to the following applicable percentage of the principal amount of such Security sold:Notes as agreed between the Company and such Agent or (ii) as otherwise agreed between the Company and such Agent. The Agents are authorized to solicit offers to purchase Notes only in the principal amount of $1,000 (or, in the case of Notes not denominated in U.S. dollars, the equivalent thereof in the applicable foreign currency or composite currency, rounded down to the nearest 1,000 units of such foreign currency or composite currency) or any amount in excess thereof which is an integral multiple of $1,000 (or, in the case of Notes not denominated in U.S. dollars, 1,000 units of such foreign currency or composite currency). Each Agent shall communicate to the Company, orally or in writing, each offer to purchase Notes received by such Agent as agent that in its judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase the Notes and may reject any such offer in whole or in part. Each Agent shall have the right, in its sole discretion, to reject any offer to purchase Notes, as a whole or in part, that it considers to be unacceptable and any such rejection shall not be deemed a breach of its agreements herein contained. The procedural details relating to the issue and delivery of Notes sold by an Agent as agent and the payment therefor are set forth in the Administrative Procedures (as hereinafter defined).
Appears in 1 contract
Solicitations as Agent Purchases as Principal. (a) Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, as agent of the Company, to use its reasonable efforts to solicit offers to purchase the Securities from the Company upon the terms and conditions set forth in the Prospectus Prospectus, as amended or supplemented from time to time. So long as this Agreement shall remain in effect with respect to any Agent, the Company shall not, without the consent of such Agent, solicit or accept offers to purchase, or sell in sell, the United States Securities or any other substantially similar debt securities with a maturity at the time of original issuance of 9 months to 30 years years, except (i) pursuant to this Agreement and any Terms Agreement, (ii) or except pursuant to a private placement not constituting a public offering under the Securities Act, (iii) Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous public offering of medium-term debt securities, or (iv) in connection with the continuous offering of asset-backed medium- term debt securities rated "AA" (or an equivalent rating) or higher by a nationally recognized statistical rating organization (as defined for purposes of Rule 436(g) under the Securities Act) (a "Rating Organization"). However, the Company reserves the right (i) to sell, and may solicit and accept offers to purchase, the Securities directly on its own behalf to investors (other than broker- broker-dealers)) and (ii) to accept (but not solicit) offers to purchase Securities from time to time through one or more additional agents or dealers, acting as either principal or agent, on substantially the same terms as those applicable to sales of Securities to or though the Agents pursuant to this Agreement; provided, that the Company shall provide the Agents with written notice of each such acceptance within two business days thereof. In connection with the Company's reservation pursuant to clause (ii) above, it is understood that the Company may respond to inquiries and requests for information from any such agents or dealers. No commission will be paid on Securities sold directly by the Company pursuant to clause (i) above. The Company reserves the right, in its sole discretion, to instruct the Agents to suspend at any time, for any period of time or permanently, the solicitation of offers to purchase the Securities. Upon receipt of at least one business day's prior notice from the Company, each Agent will suspend solicitation of offers to purchase the Securities from the Company until such time as the Company has advised such Agent or Agents that such solicitation may be resumed. During the period of time that such solicitation is suspended, the Company shall not be required to deliver any opinions, letters or certificates in accordance with Sections 4(i4(f), 4(j), 4(k) and 4(k4(l); provided provided, that if the Registration Statement or Prospectus is amended or supplemented during the period of suspension (other than by an amendment or supplement providing solely for a change in the interest rates, redemption provisions, amortization schedules or maturities offered for the Securities or for a change that the Agents deem to be immaterial), no Agent shall be required to resume soliciting offers to purchase the Securities until the Company has delivered such opinions, letters and certificates as such Agent may reasonably request. The Company agrees to pay each Agent, as consideration for the sale of each Security resulting from a solicitation made or an offer to purchase received by such Agent, a commission in the form of a discount from the purchase price of such Security in an amount equal to the following applicable percentage of the principal amount of such Security sold:: COMMISSION PERCENTAGE OF AGGREGATE PRINCIPAL RANGE OF MATURITIES AMOUNT OF SECURITIES SOLD From 9 months to less than 1 year....................................... .125% From 1 year to less than 18 months...................................... .150% From 18 months to less than 2 years..................................... .200% From 2 years to less than 3 years....................................... .250% From 3 years to less than 4 years....................................... .350% From 4 years to less than 5 years....................................... .450% From 5 years to less than 6 years....................................... .500% From 6 years to less than 7 years....................................... .550% From 7 years to less than 10 years...................................... .600% From 10 years to less than 15 years..................................... .625% From 15 years to less than 20 years.................................... .700% From 20 years to and including 30 years ................................ .750% The Agents are authorized to solicit offers to purchase the Securities only in the principal amount of $1,000 or any amount in excess thereof which is an integral multiple of $1,000. Each Agent shall communicate to the Company, orally or in writing, each offer to purchase Securities received by such Agent as agent that in its judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase the Securities and may reject any such offer in whole or in part. Each Agent shall have the right, in its sole discretion, to reject any offer to purchase Securities, as a whole or in part, that it considers to be unacceptable and any such rejection shall not be deemed a breach of its agreements herein contained. The procedural details relating to the issue and delivery of Securities sold by an Agent as agent and the payment therefor are set forth in the Administrative Procedures (as hereinafter defined).
Appears in 1 contract
