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, the Securities or any other debt securities with a maturity at the time of original issuance of 9 months to 30 years, except pursuant to this Agreement and any Terms Agreement, or except pursuant to a private placement not constituting a public offering under the Securities Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of medium-term debt securities. 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-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(f), 4(j), 4(k) and 4(l); 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
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. 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 sellprovided, the Securities or any other debt securities with a maturity at the time of original issuance of 9 months to 30 years, except pursuant to this Agreement and any Terms Agreement, or except pursuant to a private placement not constituting a public offering under the Securities Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of medium-term debt securities. Howeverhowever, the Company expressly reserves the right (i) to sell, and sell Notes directly to investors. Each Agent may solicit and accept offers to purchase, the Securities directly on its own behalf to investors (other than broker-dealers) and (ii) to accept (but not solicit) offers to also purchase Securities Notes 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 as principal for purposes of each such acceptance within two business days thereof. In connection with the Company's reservation pursuant to clause resale, as more fully described in paragraph (iie) 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 of this Section.
(ib) above. 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 the 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 the 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(f), 4(j), 4(k) and 4(l); 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 the 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 from in accordance with the purchase price of such Security schedule set forth 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% Exhibit A hereto.
(d) The Agents are authorized to solicit offers to purchase the Securities Notes only in denominations as are specified in the principal amount of $1,000 or any amount in excess thereof which is an integral multiple of $1,000Prospectus 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 Securities Notes received by such Agent it as agent that in its judgment should be considered by the Companyan Agent. The Company shall have the sole right to accept offers to purchase the Securities Notes and may reject any such offer in whole or in part. Each Agent shall have the right, in its sole discretiondiscretion reasonably exercised without advising the Company, to reject any offer to purchase Securitiesthe Notes received by it, as a in whole or in part, that it considers to be unacceptable and any such rejection shall not be deemed a breach of its agreements herein containedagreement contained herein. The procedural details 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 issue reoffering of such Notes by such Agent. The commitment of any Agent to purchase Notes from the Company as principal shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the 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 Securities sold 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 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 an such Agent as 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 payment therefor sale of Notes (the "Procedures") are set forth in Exhibit B hereto and may be amended in writing from time to time by the Administrative 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 100▇▇, ▇▇▇ ▇▇▇▇▇ ▇han ▇▇:▇▇ ▇.M., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇eement or at such later time as hereinafter definedmay 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 General Disclosure Package and 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, the Securities Notes or any other debt securities with a maturity at the time of original issuance of 9 nine months to 30 years, or more except pursuant to this Agreement and any Terms Agreement, or except pursuant to a private placement not constituting a public offering under the Securities Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of medium-term debt securities. However, the Company reserves the right (i) to sell, and may solicit and accept offers to purchase, the Securities Notes directly on its own behalf to investors (other than 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) 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 are given notice of such purchase promptly, in each such acceptance within two business days thereof. In connection with case after the Company's reservation pursuant to clause (ii) above, it purchase 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) aboveagreed 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 the 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 the 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(f), 4(j), 4(k) and 4(l); 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 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 (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: 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 Notes as agreed between the Company and including 30 years ................................ .750% such Agent or (ii) as otherwise agreed between the Company and such Agent. The Agents are authorized to solicit offers to purchase the Securities 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 $1,0001,000 (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 Securities 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 Securities 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 SecuritiesNotes, 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 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, 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, years except (i) pursuant to this Agreement and any Terms Agreement, or except (ii) pursuant to a private placement not constituting a public offering under the Securities Act or except 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 (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(f4(i), 4(j), 4(k) and 4(l4(k); 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 of- fers 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
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, 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, years except (i) pursuant to this Agreement and any Terms Agreement, or except (ii) pursuant to a private placement not constituting a public offering under the Securities Act or except 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 (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(f4(i), 4(j), 4(k) and 4(l4(k); 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
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 General Disclosure Package and 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 AgentAgent(s), solicit or accept offers to purchase, or sell, the Securities Notes or any other debt securities with a maturity at the time of original issuance of 9 nine months to 30 years, or more except pursuant to this Agreement and any Terms Agreement, or except pursuant to a private placement not constituting a public offering under the Securities Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of medium-term debt securities. However, the Company reserves the right (i) to sell, and may solicit and accept offers to purchase, the Securities Notes directly on its own behalf to investors (other than 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) 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 are given notice of such purchase promptly, in each such acceptance within two business days thereof. In connection with case after the Company's reservation pursuant to clause (ii) above, it purchase 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) aboveagreed 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 the 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 the 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(f), 4(j), 4(k) and 4(l); 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 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 (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: 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 Notes as agreed between the Company and including 30 years ................................ .750% such Agent or (ii) as otherwise agreed between the Company and such Agent. The Agents are authorized to solicit offers to purchase the Securities 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 $1,0001,000 (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 Securities 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 Securities 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 SecuritiesNotes, 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 containedunder this Agreement. The procedural details relating to the issue and delivery of Securities Notes sold by an Agent as agent and the payment therefor are set forth in the Administrative Procedures (as hereinafter defined).
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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 Agent agrees, as an agent of the Company, to use its reasonable best efforts to solicit offers to purchase the Securities Shares. The Agent and the Company agree that such solicitations and offers for the sale of the Shares shall commence upon receipt of, and shall be made in accordance with, written instructions from the Company upon to the terms and conditions set forth Agent (which shall be substantially in the Prospectus, form of Exhibit A hereto and which may take the form of an exchange of any standard form of written telecommunication between the Agent and the Company) and shall continue until such time as amended or supplemented from time to time. So long as this Agreement shall remain in effect with respect to any Agent, the Company has instructed the Agent that such solicitations and offers shall not, without the consent of such Agent, solicit or accept offers to purchase, or sell, the Securities or any other debt securities be suspended in accordance with a maturity at the time of original issuance of 9 months to 30 years, except pursuant to this Agreement and any Terms Agreement, or except pursuant to a private placement not constituting a public offering under the Securities Act or except in connection with a firm commitment underwriting pursuant to an underwriting agreement that does not provide for a continuous offering of medium-term debt securities. 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-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) aboveSection 8 hereof. The Company reserves the right, in its sole discretion, to instruct the Agents to suspend Agent, at any timetime and from time to time after the Commencement Date (as defined in Section 7 hereof), to so commence or suspend such solicitations and offers for any period of time or permanently, permanently in accordance with the solicitation provisions of offers to purchase this Agreement. In soliciting purchases of 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 Shares from the Company until such time by others (including customers of the Agent), the Agent will be acting for the Company and not as principal. The Agent, as the Company has advised such Agent or Agents that such solicitation may be resumed. During exclusive agent for the period offer and sale of time that such solicitation is suspendedthe Shares, will use its reasonable best efforts to sell the Shares on behalf of the Company shall not be required to deliver any opinions, letters or certificates in accordance with Sections 4(f), 4(j), 4(k) and 4(l)as contemplated hereby; provided, however, that if it is understood by 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 Company that the Agents deem Agent has no obligation 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 find purchasers 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 Shares and including 30 years ................................ .750% The Agents are authorized to solicit offers to purchase that 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, upon notice thereof to reject the Company, can suspend from time to time its efforts in offering for sale, and soliciting purchases of, the Shares. In any offer transaction where the Agent has acted as agent for the Company and has not purchased as principal, the Agent will use its reasonable best efforts to obtain performance by each purchaser of Shares from the Company, but the Agent will not have liability to the Company in the event any such purchase is not consummated for any reason except as may be otherwise provided by any applicable regulations and rules of the Exchanges (as defined in Section 3(a) (i) hereof) on which the transaction was executed and except that the Agent will complete the purchase in accordance with the customs of the Exchanges in the case of transactions in which the Agent has also acted as broker for the purchaser. The Company also understands that under no circumstances shall the Agent be obligated to purchase Securitiesany Shares for its own account, except (i) pursuant to a Terms Agreement, (ii) as provided in the preceding sentence and (iii) except to the extent that the Agent has acted as a whole principal in purchasing a portion of a block as contemplated by Section 3 (a)(ii) hereof, or has made a firm commitment with the Company in part, connection with an offering or distribution of the type contemplated by Section 3(a) (iii) hereof that it considers has been expressly authorized by the Company and agreed to be unacceptable and any such rejection shall not be deemed a breach of its agreements herein contained. The procedural details relating to by 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)Agent.
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Sources: Sales Agency Agreement (Constellation Energy Group Inc)