Offer and Sale of the Notes Sample Clauses

Offer and Sale of the Notes. Westpac further covenants and agrees with the Agents that:
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Offer and Sale of the Notes. The Initial Purchaser has advised the Issuer that it will make an offering of the Purchased Notes on the terms to be set forth in the Final Offering Circular and as soon as is practicable (and advisable, in the sole judgment of the Initial Purchaser) on or after the Closing Date.
Offer and Sale of the Notes. (a) Each Underwriter proposes to solicit offers to purchase the Notes in the manner and upon the terms and conditions set forth herein and in the Prospectus, the Disclosure Package and any applicable Terms Agreement, or upon such other written terms as the Underwriters, acting through the Representative, and the Issuer may agree upon from time to time. The public offering price and the allocation of the Notes to winning bidders will be determined through the auction process as described in the Prospectus and Disclosure Package. For the purpose of any solicitation of the Notes, the applicable Underwriter(s) will use the Prospectus and the Disclosure Package, as then amended or supplemented and which has been most recently provided to the applicable Underwriter(s) by the Company through the Representative, and the applicable Underwriter(s) will solicit offers to purchase a tranche or series of Notes only as permitted or contemplated thereby and herein and will solicit offers to purchase the Notes only as permitted by the 1933 Act and the applicable securities laws or regulations of any jurisdiction. The Company reserves the right, in its sole discretion, to suspend solicitation of offers to purchase the Notes commencing at any time for any period of time or permanently, by providing instructions of such suspension to the Representative, provided no such suspension by the Company shall be permitted with respect to any Notes following the execution of a Terms Agreement through the Closing Date of the sale of the Notes covered by such Terms Agreement. Upon receipt of such instructions (which may be given orally or electronically) from the Company, the applicable Underwriter(s) will suspend promptly solicitation of offers to purchase until such time as the Company has advised the Representative that such solicitation may be resumed. Unless otherwise instructed by the Company or as specified in an applicable Term Sheet or Pricing Supplement, the Underwriters are authorized to solicit offers to purchase the Notes in denominations of $1,000 or more (and integral multiples of the specified minimum denomination). Each Underwriter is authorized to appoint subagents or to engage the services of one or more Selected Dealers in connection with each offering or sale of Notes, which Selected Dealers will (i) each enter into a selling group agreement (“Selling Group Agreement”) and (ii) comply with the provisions of this Agreement and the Auction Services Agreement. The Com...
Offer and Sale of the Notes 

Related to Offer and Sale of the Notes

  • Sale of the Notes (a) Except as contemplated by the second following sentence, each Note Holder agrees that it will not sell, assign, transfer, pledge, syndicate, hypothecate, contribute, encumber or otherwise dispose of all or any portion of its respective Note (a “Transfer”) except to a Qualified Institutional Lender in accordance with the terms of this Agreement. Promptly after the Transfer (other than a Transfer to a Securitization Trust), the non-transferring Note Holder(s) shall be provided with (x) a representation from a transferee or the applicable Note Holder certifying that such transferee is a Qualified Institutional Lender (except in the case of a Transfer in accordance with the immediately following sentence) and (y) a copy of the assignment and assumption agreement referred to in Section 15. If a Note Holder intends to Transfer its respective Note, or any portion thereof, to an entity that is not a Qualified Institutional Lender, it must first (a) obtain the consent of each non-transferring Note Holder and (b) if such non-transferring Note Holder’s Note is held in a Securitization Trust, obtain a Rating Agency Confirmation from each Rating Agency then rating the securities of such Securitization Trust. Notwithstanding the foregoing, without the non-transferring Note Holder’s prior consent (which will not be unreasonably withheld), and, if such non-transferring Note Holder’s Note is held in a Securitization Trust, until a Rating Agency Confirmation is obtained, no Note Holder shall Transfer all or any portion of its Note (or a participation interest in such Note) to a Borrower Party and any such Transfer made without the prior consent of the non-transferring Note Holder and Rating Agency Confirmation (if such non-transferring Note Holder’s Note is held in a Securitization Trust), shall be absolutely null and void and shall vest no rights in the purported transferee; provided that for the avoidance of doubt, transfers of any securities backed by a Note held in a Securitization Trust will not be subject to the foregoing requirement and such transfers shall be governed by the terms of the Lead Securitization Servicing Agreement or any related Non-Lead Securitization Servicing Agreement, as applicable. The transferring Note Holder agrees that it shall pay the expenses of the non-transferring Note Holder (including all expenses of the Master Servicer, the Special Servicer, the Trustee and any Controlling Note Holder or Controlling Note Holder Representative) and all expenses relating to any Rating Agency Confirmation in connection with any such Transfer. Notwithstanding the foregoing, each Note Holder shall have the right, without the need to obtain the consent of the other Note Holder or of any other Person or having to provide any Rating Agency Confirmation, to Transfer 49% or less (in the aggregate) of its beneficial interest in a Note. None of the provisions of this Section 14(a) shall apply in the case of (1) a sale of all of the Notes together, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement or (2) a transfer by the Special Servicer, in accordance with the terms and conditions of the Lead Securitization Servicing Agreement, of the Mortgage Loan or the Mortgaged Property, upon the Mortgage Loan becoming a Defaulted Loan to a single member limited liability or limited partnership, 100% of the equity interest in which is owned directly or indirectly, through one or more single member limited liability companies or limited partnerships, by the Lead Securitization Trust.

  • Purchase and Sale of Notes Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

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