The Auction. If Competing Bids have been received by the Competing Bid Deadline, commencing on December 8, 2003, at 1:30 p.m. Central Time, the Seller shall receive additional bids for the Fertilizer Assets at an Auction (as defined below). The Auction shall be organized and conducted by the Seller at the offices of Phelps Dunbar LLP in Jackson, Mississippx (xx sxxx xxher place selected by the Seller), on invitation to the Buyer and each Qualified Bidder (the "Auction"). At least two (2) Business Days prior to the Auction, the Seller shall deliver copies of all Competing Bids (including all documents described in Section 4 and the Seller's conversion of non-cash consideration into cash and the methodology used in deriving such amount) to the Buyer and each other Qualified Bidder. Bids will be received at the Auction for the Fertilizer Assets. Subsequent overbids in excess of the Alternative Minimum Purchase Price shall be in an amount of at least $500,000 in excess of the prior bid. The Break-Up Fee shall be taken into account in determining the highest or best bid in each round of bidding. The only Persons who will be permitted to bid at the Auction are authorized representatives of the Buyer and each Qualified Bidder, in each case that are physically present at the Auction. Each bid submitted at the Auction must comply with the procedures set forth herein for Competing Bids and copies of each bid (including the Seller's conversion of non-cash consideration into cash and the methodology used in deriving such amount) must be provided to the Buyer and each other Qualified Bidder at the Auction. All bids shall be made in the physical presence of the Seller, Buyer and all other Qualified Bidders. To facilitate a deliberate and orderly consideration of the Competing Bids, the Seller may adjourn the Auction at any time and from time to time and may conduct multiple rounds of bidding. If no Competing Bids are received by the Competing Bid Deadline, no Auction will be held and the Buyer's offer shall be deemed the highest or best bid.
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Samples: Stock and Asset Purchase Agreement (Mississippi Chemical Corp /MS/)
The Auction. If Competing Bids have been received 3.1 Purpose; Incorporation by Reference of Auction Procedures and ------------------------------------------------------------- Settlement Procedures. ---------------------
(a) On each Auction Date, the provisions of the Auction Procedures will be followed by the Competing Bid DeadlineAuction Agent for the purpose of determining the Applicable Rate for each series of AMPS, commencing on December 8for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction."
(b) All of the provisions contained in the Auction Procedures and the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were. fully set forth herein.
(c) BD is delivering herewith a Purchaser's Letter executed by BD and, 2003in the case of Xxxxxxx Lynch, at 1:30 p.m. Central TimePierce, Xxxxxx & Xxxxx Incorporated, a list of persons to whom BD will initially sell the shares of each series of AMPS, the Seller shall receive additional bids number of shares of each series of AMPS BD will sell to each such person and the number of shares of each series of AMPS BD will hold for its own account. BD agrees to act as, and assumes the Fertilizer Assets at an Auction obligations of and limitations and restrictions placed upon, a Broker-Dealer under this Agreement. BD understands that other Persons meeting the requirements specified in the definition of "Broker-Dealer" contained in Paragraph I of the Articles Supplementary may execute a Broker-Dealer Agreement and a Purchaser's Letter and participate as Broker-Dealers in Auctions.
(d) BD and other Broker-Dealers may participate in Auctions for their own accounts, provided that BD or such other BrokerDealers, as defined below)the case may be, has executed a Purchaser's Letter. The Auction shall be organized and conducted by the Seller at the offices of Phelps Dunbar LLP in Jackson, Mississippx (xx sxxx xxher place selected by the Seller), on invitation to the Buyer and each Qualified Bidder (the "Auction"). At least two (2) Business Days prior to the AuctionHowever, the Seller shall deliver copies of all Competing Bids (including all documents described in Section 4 and the Seller's conversion of non-cash consideration into cash and the methodology used in deriving such amount) Company may by notice to the Buyer and each other Qualified Bidder. Bids will be received at the Auction for the Fertilizer Assets. Subsequent overbids in excess of the Alternative Minimum Purchase Price shall be in an amount of at least $500,000 in excess of the prior bid. The Break-Up Fee shall be taken into account in determining the highest or best bid in each round of bidding. The only Persons who will be permitted to bid at the Auction are authorized representatives of the Buyer and each Qualified Bidder, in each case that are physically present at the Auction. Each bid submitted at the Auction must comply with the procedures set forth herein for Competing Bids and copies of each bid (including the Seller's conversion of non-cash consideration into cash and the methodology used in deriving such amount) must be provided to the Buyer and each other Qualified Bidder at the Auction. All bids shall be made in the physical presence of the Seller, Buyer BD and all other Qualified Bidders. To facilitate a deliberate Broker-Dealers prohibit all Broker-Dealers from submitting Bids in Auctions for their own accounts, provided that Broker-Dealers may continue to submit Hold Orders and orderly consideration of the Competing Bids, the Seller may adjourn the Auction at any time and from time to time and may conduct multiple rounds of bidding. If no Competing Bids are received by the Competing Bid Deadline, no Auction will be held and the Buyer's offer shall be deemed the highest or best bidSell Orders.
Appears in 1 contract
Samples: Broker Dealer Agreement (Muniyield New York Insured Fund Inc)
The Auction. If Competing Bids have been received SECTION 2.01. PURPOSE; INCORPORATION BY REFERENCE OF AUCTION PROCEDURES AND SETTLEMENT PROCEDURES.
(a) On each Auction Date, the provisions of the Auction Procedures will be followed by the Competing Bid DeadlineAuction Agent for the purpose of determining the Applicable Interest Rate for the next Interest Period. Each periodic operation of such procedures is hereinafter referred to as an "Auction."
(b) Without prejudice to Section 3.01(a) hereof, commencing on December 8all of the provisions contained in the Auction Procedures and the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were fully set forth herein.
(c) BD agrees to act as, 2003and assumes the obligations of and limitations and restrictions placed upon, at 1:30 p.m. Central Timea Broker-Dealer under this Agreement. BD understands that other persons meeting the requirements specified in the definition of "Broker-Dealer" contained in [Section 1] of the Supplemental Indenture may execute Broker-Dealer Agreements and participate as Broker-Dealers in Auctions.
(d) BD and other Broker-Dealers may participate in Auctions for their own accounts. [However, except during the Rate Lock Period with respect to the Series _____ Senior Notes, the Seller shall receive additional bids for the Fertilizer Assets at an Auction (as defined below). The Auction shall be organized and conducted Agent may by the Seller at the offices of Phelps Dunbar LLP in Jackson, Mississippx (xx sxxx xxher place selected by the Seller), on invitation notice to the Buyer and each Qualified Bidder (the "Auction"). At least two (2) Business Days prior to the Auction, the Seller shall deliver copies of all Competing Bids (including all documents described in Section 4 and the Seller's conversion of non-cash consideration into cash and the methodology used in deriving such amount) to the Buyer and each other Qualified Bidder. Bids will be received at the Auction for the Fertilizer Assets. Subsequent overbids in excess of the Alternative Minimum Purchase Price shall be in an amount of at least $500,000 in excess of the prior bid. The Break-Up Fee shall be taken into account in determining the highest or best bid in each round of bidding. The only Persons who will be permitted to bid at the Auction are authorized representatives of the Buyer and each Qualified Bidder, in each case that are physically present at the Auction. Each bid submitted at the Auction must comply with the procedures set forth herein for Competing Bids and copies of each bid (including the Seller's conversion of non-cash consideration into cash and the methodology used in deriving such amount) must be provided to the Buyer and each other Qualified Bidder at the Auction. All bids shall be made in the physical presence of the Seller, Buyer BD and all other Qualified Bidders. To facilitate Broker-Dealers prohibit all Broker-Dealers from submitting Bids in Auctions for their own accounts, provided that Broker-Dealers may continue to submit Hold Orders and Sell Orders.] The Auction Agent shall have no duty or liability with respect to monitoring or enforcing the requirements of this Section 2.01(d).
(e) BD agrees to act as, and assumes the obligations of, and limitations and restrictions placed upon, a deliberate Broker-Dealer under this Broker-Dealer Agreement, and orderly consideration to otherwise act as, and assume the obligations of and limitations and restrictions placed upon, a Broker-Dealer under [Appendix A] of the Competing Bids, the Seller may adjourn the Auction at any time and from time to time and may conduct multiple rounds of bidding. If no Competing Bids are received by the Competing Bid Deadline, no Auction will be held and the Buyer's offer shall be deemed the highest or best bidSupplemental Indenture.
Appears in 1 contract
The Auction. If Competing Bids have been received 2.1. Purpose: Incorporation by Reference of Auction Procedures and ------------------------------------------------------------- Settlement Procedures. ----------------------
(a) On each Auction Date after the Initial Period, the provisions of the Auction Procedures will be implemented and followed by the Competing Bid DeadlineAuction Agent for the purpose of determining the Auction Rate for the next Auction Period. Each periodic operation of such Auction Procedures is hereinafter referred to as an "Auction."
(b) All of the provisions contained in the Auction Procedures and the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were fully set forth herein.
(c) BD agrees to act as, commencing on December 8and assumes the obligations of and limitations and restrictions placed upon, 2003, at 1:30 p.m. Central Timea Broker-Dealer under this Agreement. BD understands that other persons meeting the requirements specified in the definition of "Broker-Dealer" may execute Broker-Dealer Agreements and participate as Broker-Dealers in Auctions.
(d) BD and other Broker-Dealers may participate in Auctions for their own accounts. However, the Seller shall receive additional bids Issuer may, by notice to BD and all other Broker-Dealers given no later than 3:00 P.M. on the Business Day next preceding an Auction, prohibit all (but not less than all) Broker-Dealers from submitting Bids for their own account in such Auction and, if so specified in such notice, all future Auctions until such notice is withdrawn, but the Fertilizer Assets at an Auction (as defined below)Broker-Dealers may continue to submit Hold and Sell orders for their own accounts and Bids on behalf of customers. The Auction Agent shall be organized and conducted by the Seller at the offices have no duty or liability with respect to enforcement of Phelps Dunbar LLP in Jackson, Mississippx (xx sxxx xxher place selected by the Seller), on invitation to the Buyer and each Qualified Bidder (the "Auction"). At least two (2) Business Days prior to the Auction, the Seller shall deliver copies of all Competing Bids (including all documents described in Section 4 and the Seller's conversion of non-cash consideration into cash and the methodology used in deriving such amount) to the Buyer and each other Qualified Bidder. Bids will be received at the Auction for the Fertilizer Assets. Subsequent overbids in excess of the Alternative Minimum Purchase Price shall be in an amount of at least $500,000 in excess of the prior bid. The Break-Up Fee shall be taken into account in determining the highest or best bid in each round of bidding. The only Persons who will be permitted to bid at the Auction are authorized representatives of the Buyer and each Qualified Bidder, in each case that are physically present at the Auction. Each bid submitted at the Auction must comply with the procedures set forth herein for Competing Bids and copies of each bid (including the Seller's conversion of non-cash consideration into cash and the methodology used in deriving such amount) must be provided to the Buyer and each other Qualified Bidder at the Auction. All bids shall be made in the physical presence of the Seller, Buyer and all other Qualified Bidders. To facilitate a deliberate and orderly consideration of the Competing Bids, the Seller may adjourn the Auction at any time and from time to time and may conduct multiple rounds of bidding. If no Competing Bids are received by the Competing Bid Deadline, no Auction will be held and the Buyer's offer shall be deemed the highest or best bidthis subsection.
Appears in 1 contract
Samples: Broker Dealer Agreement (Pheaa Student Loan Foundation Inc)
The Auction. If Competing Bids have been received 3.1 Purpose; Incorporation bv Reference of Auction Procedures and ------------------------------------------------------------- Settlement Procedures. ---------------------
(a) On each Auction Date, the provisions of the Auction Procedures will be followed by the Competing Bid DeadlineAuction Agent for the purpose of determining the Applicable Rate for each series of AMPS, commencing on December 8for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction."
(b) All of the provisions contained in the Auction Procedures and the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were fully set forth herein.
(c) BD is delivering herewith a Purchaser's Letter executed by BD and, 2003in the case of Xxxxxxx Lynch, at 1:30 p.m. Central TimePierce, Xxxxxx & Xxxxx Incorporated, a list of persons to whom BD will initially sell the shares of each series of AMPS, the Seller shall receive additional bids number of shares of each series of AMPS BD will sell to each such person and the number of shares of each series of AMPS BD will hold for its own account. BD agrees to act as, and assumes the Fertilizer Assets at an Auction obligations of and limitations and restrictions placed upon, a Broker-Dealer under this Agreement. BD understands that other Persons meeting the requirements specified in the definition of "Broker-Dealer" contained in Paragraph 1 of the Articles Supplementary may execute a Broker-Dealer Agreement and a Purchaser's Letter and participate as Broker-Dealers in Auctions.
(d) BD and other Broker-Dealers may participate in Auctions for their own accounts, provided that BD or such other Broker-Dealers, as defined below)the case may be, has executed a Purchaser's Letter. The Auction shall be organized and conducted by the Seller at the offices of Phelps Dunbar LLP in Jackson, Mississippx (xx sxxx xxher place selected by the Seller), on invitation to the Buyer and each Qualified Bidder (the "Auction"). At least two (2) Business Days prior to the AuctionHowever, the Seller shall deliver copies of all Competing Bids (including all documents described in Section 4 and the Seller's conversion of non-cash consideration into cash and the methodology used in deriving such amount) Company may by notice to the Buyer and each other Qualified Bidder. Bids will be received at the Auction for the Fertilizer Assets. Subsequent overbids in excess of the Alternative Minimum Purchase Price shall be in an amount of at least $500,000 in excess of the prior bid. The Break-Up Fee shall be taken into account in determining the highest or best bid in each round of bidding. The only Persons who will be permitted to bid at the Auction are authorized representatives of the Buyer and each Qualified Bidder, in each case that are physically present at the Auction. Each bid submitted at the Auction must comply with the procedures set forth herein for Competing Bids and copies of each bid (including the Seller's conversion of non-cash consideration into cash and the methodology used in deriving such amount) must be provided to the Buyer and each other Qualified Bidder at the Auction. All bids shall be made in the physical presence of the Seller, Buyer BD and all other Qualified Bidders. To facilitate a deliberate Broker-Dealers prohibit all Broker-Dealers from submitting Bids in Auctions for their own accounts, provided that Broker-Dealers may continue to submit Hold Orders and orderly consideration of the Competing Bids, the Seller may adjourn the Auction at any time and from time to time and may conduct multiple rounds of bidding. If no Competing Bids are received by the Competing Bid Deadline, no Auction will be held and the Buyer's offer shall be deemed the highest or best bidSell Orders.
Appears in 1 contract
Samples: Broker Dealer Agreement (Muniyield California Insured Fund Ii Inc)
The Auction. If Competing Bids have been received 3.1 Purpose; Incorporation by Reference of Auction Procedures and Settlement ------------------------------------------------------------------------ Procedures. ----------
(a) On each Auction Date, the provisions of the Auction Procedures will be followed by the Competing Bid DeadlineAuction Agent for the purpose of determining the Applicable Rate for the AMPS, commencing on December 8for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction."
(b) All of the provisions contained in the Auction Procedures and the Settlement Procedures are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were fully set forth herein.
(c) BD is delivering herewith a Purchaser's Letter executed by BD and, 2003in the case of Xxxxxxx Lynch, at 1:30 p.m. Central TimePierce, Xxxxxx & Xxxxx Incorporated, a list of persons to whom BD will initially sell the shares of AMPS, the Seller shall receive additional bids number of shares of AMPS BD will sell to each such person and the number of shares of each series of AMPS BD will hold for its own account. BD agrees to act as, and assumes the Fertilizer Assets at an Auction obligations of and limitations and restrictions placed upon, a Broker-Dealer under this Agreement. BD understands that other Persons meeting the requirements specified in the definition of "Broker- Dealer" contained in Paragraph 1 of the Certificate of Designation may execute a Broker-Dealer Agreement and a Purchaser's Letter and participate as Broker-Dealers in Auctions.
(d) BD and other Broker-Dealers may participate in Auctions for their own accounts, provided that BD or such other Broker-Dealers, as defined below)the case may be, has executed a Purchaser's Letter. The Auction shall be organized and conducted by the Seller at the offices of Phelps Dunbar LLP in Jackson, Mississippx (xx sxxx xxher place selected by the Seller), on invitation to the Buyer and each Qualified Bidder (the "Auction"). At least two (2) Business Days prior to the AuctionHowever, the Seller shall deliver copies of all Competing Bids (including all documents described in Section 4 and the Seller's conversion of non-cash consideration into cash and the methodology used in deriving such amount) Trust may by notice to the Buyer and each other Qualified Bidder. Bids will be received at the Auction for the Fertilizer Assets. Subsequent overbids in excess of the Alternative Minimum Purchase Price shall be in an amount of at least $500,000 in excess of the prior bid. The Break-Up Fee shall be taken into account in determining the highest or best bid in each round of bidding. The only Persons who will be permitted to bid at the Auction are authorized representatives of the Buyer and each Qualified Bidder, in each case that are physically present at the Auction. Each bid submitted at the Auction must comply with the procedures set forth herein for Competing Bids and copies of each bid (including the Seller's conversion of non-cash consideration into cash and the methodology used in deriving such amount) must be provided to the Buyer and each other Qualified Bidder at the Auction. All bids shall be made in the physical presence of the Seller, Buyer BD and all other Qualified Bidders. To facilitate a deliberate Broker-Dealers prohibit all Broker-Dealers from submitting Bids in Auctions for their own accounts, provided that Broker-Dealers may continue to submit Hold Orders and orderly consideration of the Competing Bids, the Seller may adjourn the Auction at any time and from time to time and may conduct multiple rounds of bidding. If no Competing Bids are received by the Competing Bid Deadline, no Auction will be held and the Buyer's offer shall be deemed the highest or best bidSell Orders.
Appears in 1 contract
Samples: Broker Dealer Agreement (Muniyield Pennsylvania Fund)