Establishment of Issue Price Sample Clauses
The Establishment of Issue Price clause defines how the initial price at which securities or financial instruments are offered to investors is determined. Typically, this clause outlines the methodology for setting the issue price, such as referencing market conditions, book-building processes, or predetermined formulas, and may specify the parties responsible for agreeing on the price. Its core function is to ensure transparency and fairness in the pricing process, thereby protecting both issuers and investors from disputes or misunderstandings regarding the value of the securities at the time of issuance.
Establishment of Issue Price. (a) The Underwriter agrees to assist the City and Bond Counsel (as defined herein) in establishing the issue price of the Bonds and shall execute and deliver to the City at Closing (as defined herein) an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the City and Bond Counsel to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.
(b) Except as otherwise set forth in Schedule I attached hereto, the City will treat the first price at which 10% of each maturity of the Bonds (the “10% Test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the City the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% Test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the City the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the Closing Time has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% Test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter’s reporting obligation after the Closing Time may be at reasonable periodic intervals or otherwise upon request of the City or Bond Counsel. For purposes of this Section 3, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “Initial Offering Price”) set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Bond Purchase Agreement, the maturities, if any, of the Bonds for which the 10% Test has not been satisfied and for which the City and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the City to treat the Initial Offering Price to the public of each such ma...
Establishment of Issue Price. The provisions for the determination of “issue price” under IRS Regulation 1.148-1 shall be contained in a written addendum to this Agreement to be executed not later than the sale date of the Bonds. Such addendum shall be in form and substance acceptable to the Underwriter, the Issuer and Bond Counsel.
Establishment of Issue Price. (a) The Representative, on behalf of the Underwriters, agrees to assist the Issuer in establishing the issue price of the Notes and shall execute and deliver to the Issuer at Closing (as hereinafter defined) an “issue price” or similar certificate, together with the supporting pricing wire(s) or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Representative, the Issuer and Bond Counsel (as hereinafter defined), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Notes.
(b) The Issuer will treat the first price at which 10% of each maturity of the Notes (the “10% test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). Exhibit A attached hereto sets forth, as of the date of this Purchase Agreement, the maturities of the Notes for which the 10% test has been satisfied (the “10% Test Maturities”) and the price or prices at which the Underwriters have sold such 10% Test Maturities to the public. As shown on Exhibit A, all of the maturities are 10% Test Maturities.
(c) The Representative confirms that:
(i) any agreement among underwriters, any selling group agreement and each third- party distribution agreement (to which the Representative is a party) relating to the initial sale of the Notes to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group and each broker-dealer that is a party to such third-party distribution agreement, as applicable:
(A) (i) to report the prices at which it sells to the public the unsold Notes of each maturity allocated to it, whether or not the Closing Date (as hereinafter defined) has occurred, until either all Notes of that maturity allocated to it have been sold or it is notified by the Representative that the 10% test has been satisfied as to the Notes of that maturity, provided that the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Representative and as set forth in the related pricing...
Establishment of Issue Price. (a) For purposes of this Section 4 the following definitions shall apply:
Establishment of Issue Price. In accordance with Section VI, we shall take such actions as may be necessary, on behalf of the Underwriters participating in the Account, to assist the Issuer in establishing the issue price of the Securities, including the execution and delivery to the Issuer of an “issue price” or similar certificate in form and substance satisfactory to us.
Establishment of Issue Price. In accordance with Section VI, you agree to assist in establishing the issue price of the Securities in order to permit us to make, on behalf of the Underwriters participating in the Account, any required issue price certifications to the Issuer and bond counsel with respect to the Securities. Upon request, you agree to provide certifications as to matters relating to the establishment of the issue price of the Securities to the Issuer, bond counsel and us. You further agree to promptly notify us of (i) any sales of Securities that, to your knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Securities to the public (such terms are used as defined in Section VI) and (ii) any failure on your part, or, to your knowledge, on the part of any participant in a third-party distribution network that you have established, to comply with the requirements for establishing issue price of the Securities as set forth in Section VI below.
Establishment of Issue Price. (a) The Underwriter agrees to assist the Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Issuer at the Closing Time an “issue price” or similar certificate, substantially in the form attached hereto as Exhibit E, together with the supporting pricing wires or equivalent communication, with modifications to such certificate as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer, and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.
(b) The Issuer will treat the first price at which 10% of each maturity of the Bonds (the “10% test”) is sold to the public as the issue price of that maturity. At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Issuer the price or prices at which it has sold to the public each maturity of Bonds. For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds.
(c) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Bond Purchase Agreement at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule 1 attached hereto.
(d) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section:
Establishment of Issue Price. (a) The Underwriter agrees to assist the Issuer in establishing the issue price of the Bonds and shall execute and deliver to the Issuer at Closing an "issue price" or similar certificate, substantially in the form attached hereto as Exhibit E, together with the supporting pricing wires or equivalent communications, with such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the Underwriter, the Issuer and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds.
(b) The Issuer represents that it will treat the first price at which 10% of each maturity of the Bonds (the "10% test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% test). At or promptly after the execution of this Bond Purchase Agreement, the Underwriter shall report to the Issuer the price or prices at which it has sold to the public each maturity of the Bonds.
Establishment of Issue Price. The Representative, on behalf of the Underwriters, agrees to assist the Enterprise in establishing the issue price of the Bonds and shall execute and deliver to the Enterprise at Closing an “issue price” or similar certificate, substantially in the form attached hereto as Exhibit A, together with the supporting pricing wires or equivalent communications, with such modifications as may be deemed appropriate or necessary, in the reasonable judgment of the Representative, the Enterprise and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Enterprise under this section to establish the issue price of the Bonds may be taken on behalf of the Enterprise by ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, Incorporated, Denver, Colorado (the “Municipal Advisor”) and any notice or report to be provided to the Enterprise may be provided to the Municipal Advisor. The Enterprise represents that it will treat the first price at which 10% of each maturity of the Bonds (the “10% Test”) is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 10% Test).
Establishment of Issue Price. The Lender agrees to assist the Issuer in establishing the issue price of the Tax-Exempt Bonds and shall execute and deliver to the Issuer on any Conversion Date an “issue price” or similar certificate to accurately reflect, as applicable, the issue price of the Tax-Exempt Bonds. The Lender is not acting as an Underwriter with respect to the Series 2020 Bonds. The Lender has no present intention to sell, reoffer, or otherwise dispose of the Series 2020 Bonds (or any portion of the Series 2020 Bonds or any interest in the Series 2020 Bonds). The Lender has not contracted with any person pursuant to a written agreement to have such person participate in the initial sale of the Series 2020 Bonds, and the Lender has not agreed with the Issuer pursuant to a written agreement to sell the Series 2020 Bonds to persons other than the Lender or a related party to the Lender. The term “