The Offer Materials Sample Clauses
The "Offer Materials" clause defines the documents, information, or materials provided by one party (typically the seller or service provider) to another party as part of an offer or proposal. This clause typically specifies what constitutes offer materials, such as brochures, technical specifications, pricing sheets, or other supporting documents shared during negotiations or prior to contract execution. By clearly identifying what is included as offer materials, the clause helps prevent misunderstandings about what information is considered part of the offer and ensures both parties are aligned on the scope and content of the proposal.
The Offer Materials. (a) The Republic authorizes you to use, and agrees to furnish you (in New York City) with as many copies as you may reasonably request of, the Offer Materials, any cover letter accompanying the Offer Materials, the related letters from the Republic to brokers, dealers, commercial banks, trust companies and other nominees and its enclosures, newspaper advertisements and press releases relating to the Offer, for use by you in connection with the Offer. The Republic shall cause to be mailed (or distributed through any other means as mutually agreed with the Dealer Manager) to each registered holder of any Eligible Bonds, as soon as practicable, copies of the appropriate Offer Materials. Thereafter, to the extent practicable until the Expiration Date (as defined in the Offer Materials), the Republic shall use its best efforts to cause copies of such materials to be mailed (or distributed through any other means as mutually agreed with the Dealer Manager) to each person who becomes a holder of record of any Eligible Bond.
(b) The Republic shall not amend or supplement the Offer Materials, or prepare or approve any other offering materials for use in connection with the Offer, without your consent, which consent shall not be unreasonably withheld. You shall not prepare or approve any other external offering materials for use in connection with the Offer, without the Republic’s consent, which consent shall not be unreasonably withheld.
(c) The Republic will advise you promptly of (i) the occurrence of any event which could cause the Republic to withdraw or terminate the Offer or would permit the Republic to exercise the right not to exchange the Eligible Bonds tendered pursuant to the Offer or not to issue New Bonds, (ii) any requirement to amend or supplement any Offer Materials, (iii) the issuance of any communication, comment or order by the United States Securities and Exchange (the “Commission”) (and, if in writing, will furnish a copy thereof) and (iv) any other information relating to the Offer which you may from time to time reasonably request in the performance of your duties hereunder.
(d) The Republic agrees (i) to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Offer Materials or any amendment or supplement thereto, of the suspension of the qualification of the New Bonds for offering or sale in any jurisdiction in the United States or any...
The Offer Materials. (a) Subject to applicable law, the Republic authorizes you to use, and agrees to furnish you (in New York City) with as many copies as you may reasonably request of, the Offer Materials, except that the Letter of Transmittal will be available only in electronic format, any issuer free writing prospectuses as defined in Rule 433 under the U.S. Securities Act of 1933, as amended (the “Securities Act”) relating to the Offer and Cash Tender (each, an “Issuer Free Writing Prospectus”), if any, to be filed with the Commission prior to the Settlement Date, any other free writing prospectus as defined in Rule 405 under the Securities Act relating to the Offer and Cash Tender (each a “Free Writing Prospectus”) that the parties hereto shall hereafter agree in writing to treat as part of the Offer Materials. Subject to applicable law, the Republic shall instruct the Information Agent to make available (or distribute through any means as mutually agreed with the Dealer Managers) to each registered Holder of any Eligible Bonds, as soon as practicable, copies of the Basic Prospectus and Prospectus Supplement and any amendments as supplements thereto. Thereafter, to the extent practicable until the Expiration Date, the Republic shall use its best efforts to cause copies of such materials to made available (or distributed through any means as mutually agreed with the Dealer Managers) to each person who becomes a Holder of record of any Eligible Bond, upon request by such Holder, in each case subject to applicable law.