Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.
Partial Unenforceability. If any section, paragraph, clause or provision of this Agreement is for any reason determined to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other section, paragraph clause or provision hereof.
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by Dxxxxx and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, InspireMD, Inc. By: Name: Title: Agreed and accepted as of the date first above written. DXXXXX XXXXX SECURITIES, INC. By: Name: Rxxxxx X. Xxxxxx, Xx. Title: Chief Executive Officer SCHEDULE I Issuer General Use Free Writing Prospectuses None.
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Gladstone Investment Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxxxxxxx & Co. Inc. By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Aggregate Principal Amount of Initial Securities Xxxxxxxxxxx & Co. Inc. $ 17,444,300 X. Xxxxx Securities, Inc. $ 11,671,750 Ladenburg Xxxxxxxx & Co. Inc. $ 9,100,000 Xxxxxx Xxxxxxxxxx Xxxxx LLC $ 5,044,575 Xxxxx Xxxxxxx & Co. $ 13,911,125 Wedbush Securities Inc. $ 1,978,250 Gladstone Securities, LLC $ 5,850,000 Total $ 65,000,000 EXHIBIT B PRICE-RELATED INFORMATION Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated May 23, 2023 Relating to Preliminary Prospectus Supplement dated May 23, 2023 and Prospectus dated October 15, 2021 Registration No. 333-259302 Pricing Terms GLADSTONE INVESTMENT CORPORATION $65,000,000 8.00% Notes Due 2028 Pricing Term Sheet May 23, 2023 The following sets forth the final terms of the 8.00% Notes due 2028 (the “Notes”) and should only be read together with the preliminary prospectus supplement, dated May 23, 2023, together with the accompanying prospectus dated, October 15, 2021, relating to these securities (together, the “Preliminary Prospectus”) and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in th...
Partial Unenforceability. 25 SECTION 16.
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, AVIS BUDGET CAR RENTAL, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET FINANCE, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET GROUP, INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AVIS BUDGET HOLDINGS, LLC By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer AB CAR RENTAL SERVICE, INC. ARACS LLC AVIS ASIA AND PACIFIC, LIMITED AVIS CAR RENTAL GROUP, LLC AVIS CARIBBEAN, LIMITED AVIS ENTERPRISES, INC. AVIS GROUP HOLDINGS, LLC AVIS INTERNATIONAL, LTD. AVIS OPERATIONS, LLC AVIS RENT A CAR SYSTEM, LLC PF CLAIMS MANAGEMENT, LTD. PR HOLDCO, INC. WIZARD CO., INC. By /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer BGI LEASING, INC. BUDGET RENT A CAR SYSTEM, INC. BUDGET TRUCK RENTAL LLC RUNABOUT, LLC WIZARD SERVICES, INC. By /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Senior Vice President; President, Budget Rent A Car System Inc. The foregoing Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first written above. BANC OF AMERICA SECURITIES LLC For itself and on behalf of the several Initial Purchasers listed in Schedule 1 hereto. By /s/ Xxxxxxx Xxxxxx Authorized Signatory
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance with its terms. Very truly yours, PDC ENERGY, INC. By /s/ Xxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxxx, Xx. Title: President and Chief Executive Officer CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By /s/ Xxx Xxxxxxx-Xxxxx Name: Xxx Xxxxxxx-Xxxxx Title: Managing Director EXHIBIT A Name of Underwriter Number of Initial Securities Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,002,000 X.X. Xxxxxx Securities LLC 2,002,000 Xxxxx Fargo Securities, LLC 160,440 BBVA Securities Inc. 85,950 BMO Capital Markets Corp. 85,950 BTIG, LLC 85,950 Credit Agricole Securities (USA) Inc. 85,950 Scotia Capital (USA) Inc. 85,950 TD Securities (USA) LLC 85,950 Credit Suisse Securities (USA) LLC 80,220 Xxxxxxx, Sachs & Co. 80,220 Capital One Securities, Inc. 51,570 CIBC World Markets Corp. 51,570 Comerica Securities, Inc. 51,570 Xxxxxxx Xxxx & Company L.L.C. 51,570 KeyBank Capital Markets Inc. 51,570 Natixis Securities Americas LLC 51,570 Total 5,150,000
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, MingZhu Logistics Holdings Limited By: Name: Title: Confirmed as of the date first written above: FT GLOBAL CAPITAL, INC. By: Name: Xxxxxxx Xx Title: President SCHEDULE I Issuer General Use Free Writing Prospectuses None. Exhibit A Lock-Up Agreement _________________, 2021 FT Global Capital, Inc. 0 Xxxxxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxxx, XX, 00000 Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) with MingZhu Logistics Holdings Limited, a Cayman Islands company (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including Ordinary Shares (the “Shares”) of the Company (the “Ordinary Shares”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares, any securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Secur...
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause or provision. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner.
Partial Unenforceability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.
