Pricing Free Writing Prospectus definition

Pricing Free Writing Prospectus means the free writing prospectus relating to the Offered Notes dated December 11, 2006 that has been filed with the Commission pursuant to Rule 433 of the Rules and Regulations. Reference made herein to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of the Prospectus and any reference to any amendment or supplement to the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of the Prospectus and incorporated by reference in the Prospectus on or prior to the Closing Date; and any reference to any amendment to the Registration Statement shall be deemed to include any report filed with the Commission with respect to the Trust pursuant to Section 13(a) or 15(d) of the Exchange Act as of the Effective Time that is incorporated by reference in the Registration Statement. As of the date hereof and at the Closing Date, there are no contracts or documents of the Depositor which are required to be filed as exhibits to the Registration Statement pursuant to the Act or the Rules and Regulations on or prior to each such date which have not been so filed or incorporated by reference therein on or prior to the effective date of the Registration Statement. The conditions for use as of the Effective Time by the Depositor of the Registration Statement on Form S-3 under the Act have been satisfied.
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Pricing Free Writing Prospectus means the free writing prospectus dated October 22, 2015. The parties hereto acknowledge that no Free Writing Prospectus has been filed with the Commission other than the Ratings Free Writing Prospectus and the Pricing Free Writing Prospectus. If the Manager, MLPL or an Underwriter determines or becomes aware that any “written communication” (as defined in Rule 405 under the Act) (including without limitation the Preliminary Prospectus) or oral statement (when considered in conjunction with all information conveyed at the time of the “contract of sale” within the meaning of Rule 159 under the Act and all Commission guidance relating to such rule (the “Contract of Sale”)) made or prepared by MLPL or such Underwriter contains an untrue statement of material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading at the time that a Contract of Sale was entered into, either MLPL or such Underwriter may prepare corrective information, with notice to the other parties; provided that any corrective information prepared by such Underwriter must be approved in writing by MLPL and the Representative, which approval, in each case, shall not be unreasonably withheld or delayed. Such Underwriter shall deliver such information in a manner reasonably acceptable to both parties, to any person with whom a Contract of Sale was entered into based on such written communication or oral statement, and such information shall provide any such person with the following:
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Pricing Free Writing Prospectus means any Free Writing Prospectus containing pricing information regarding the Notes.
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Examples of Pricing Free Writing Prospectus in a sentence

  • The Depositor will transmit the Pricing Free Writing Prospectus to the Commission pursuant to Rule 433(d) by a means reasonably calculated to result in a filing that complies with all applicable provisions of Rule 433(d).

  • Each Underwriter shall keep sufficient records to document its conveyance of the Pricing Free Writing Prospectus to each potential investor prior to the related Contract of Sale and shall maintain such records as required by the Rules and Regulations.

  • The Depositor will effect any required filing of the Pricing Free Writing Prospectus pursuant to Rule 433 in the manner and within the time period required by Rule 433(d).

  • Each of the Pricing Free Writing Prospectus and the Ratings Free Writing Prospectus shall have been filed with the Commission in accordance with Rule 433(d) of the Securities Act Regulations.

  • As used herein, the “Time of Sale Information” means the Preliminary Prospectus, the Pricing Free Writing Prospectus, the Ratings Free Writing Prospectus and any Intex CMO Description Information (CDI) meta-language describing the transaction contemplated in the Basic Documents.

  • The Pricing Free Writing Prospectus shall have been filed with the Commission in accordance with Rule 433(d) of the Rules and Regulations and neither the Depositor nor MBFS has disseminated any other free writing prospectus that is required to be filed with the Commission.

  • The Pricing Free Writing Prospectus shall have been filed with the Commission in accordance with Rule 433(d) of the Rules and Regulations.

  • Absence of Fiduciary Relationship 40 EXHIBITS Exhibit A – Form of Placement Notice Exhibit B – Authorized Individuals for Placement Notices and Acceptances Exhibit C – Compensation Exhibit D – Form of Opinions of Company Counsel Exhibit E – Officer Certificate Exhibit F – Issuer Pricing Free Writing Prospectus American Assets Trust, Inc.

  • The owners of the MOB and the Partnership shall enter into cross easement agreements and other agreements which are customary for commercial real estate developments.

  • Each Underwriter represents and agrees with Renaissance that not less than 24 hours prior (or such shorter time as may be agreed upon between such Underwriter and Renaissance) to entering into any “contract of sale” as defined in Rule 159 of the Securities Act (each a “Contract of Sale”), the Underwriter has conveyed the Pricing Free Writing Prospectus to each prospective investor.


More Definitions of Pricing Free Writing Prospectus

Pricing Free Writing Prospectus means a free writing prospectus, dated April 26, 2006, relating to the Notes to be filed with the Commission pursuant to Rule 433 of the 1933 Act. The Base Prospectus and the Prospectus Supplement relating to the Notes in the form to be filed with the Commission pursuant to Rule 424 are hereinafter together called the “Final Prospectus.” Each of the Pricing Free Writing Prospectus and the Final Prospectus is referred to herein as a “Prospectus.” Reference made herein to the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of the Prospectus and any reference to any amendment or supplement to the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the date of the Prospectus and incorporated by reference in the Prospectus and any reference to any amendment to the Registration Statement shall be deemed to include any report of the Depositor filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of the Prospectus or the effectiveness of the Registration Statement and no proceedings for such purpose are pending or, to the Depositor’s knowledge, threatened by the Commission. There are no contracts or documents of the Depositor that are required to be filed as exhibits to the Registration Statement pursuant to the Securities Act or the Rules and Regulations which have not been so filed or incorporated by reference therein on or prior to the Effective Date of the Registration Statement other than such documents or materials, if any, as any Underwriter delivers to the Depositor as Derived Information for filing on Form 8-K. The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied with respect to the Depositor and the Registration Statement.
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Related to Pricing Free Writing Prospectus

  • Issuer Free Writing Prospectus means an issuer free writing prospectus, as defined in Rule 433.

  • Free Writing Prospectus means a free writing prospectus, as defined in Rule 405.

  • Underwriter Free Writing Prospectus means a Free Writing Prospectus prepared by or on behalf of an Underwriter.

  • Issuer General Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in Schedule II hereto.

  • General Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is identified on Schedule B to this Agreement.

  • Permitted Free Writing Prospectus shall have the meaning ascribed to such term in Section 4(g).

  • Ratings Free Writing Prospectus means the free writing prospectus setting forth the ratings on the Offered Notes identified in Schedule II.

  • General Use Issuer Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being so specified in Schedule B to this Agreement.

  • Issuer General Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors (other than a “bona fide electronic road show,” as defined in Rule 433 (the “Bona Fide Electronic Road Show”)), as evidenced by its being specified in Schedule 2-B hereto.

  • Limited Use Issuer Free Writing Prospectus means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus.

  • Limited Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is not a General Use Free Writing Prospectus.

  • Covered Free Writing Prospectuses, as used herein, means (i) each “issuer free writing prospectus” (as defined in Rule 433(h)(1) under the Act), if any, relating to the Shares, which is not a Permitted Free Writing Prospectus and (ii) each Permitted Free Writing Prospectus.

  • Permitted Free Writing Prospectuses, as used herein, means the documents listed on Schedule B attached hereto and each “road show” (as defined in Rule 433 under the Act), if any, related to the offering of the Shares contemplated hereby that is a “written communication” (as defined in Rule 405 under the Act). The Underwriters have not offered or sold and will not offer or sell, without the Company’s consent, any Shares by means of any “free writing prospectus” (as defined in Rule 405 under the Act) that is required to be filed by the Underwriters with the Commission pursuant to Rule 433 under the Act, other than a Permitted Free Writing Prospectus.

  • Issuer Limited Use Free Writing Prospectus means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.

  • Issuer-Represented Free Writing Prospectus means any “issuer free writing prospectus,” as defined in Rule 433(h) of the Securities Act Regulations, relating to the Securities. The term does not include any writing exempted from the definition of prospectus pursuant to clause (a) of Section 2(a)(10) of the Securities Act, without regard to Rule 172 or Rule 173 of the Securities Act Regulations.

  • Limited Use Free Writing Prospectuses means any Issuer Free Writing Prospectus that is not a General Use Free Writing Prospectus.

  • Issuer-Represented General Free Writing Prospectus means any Issuer-Represented Free Writing Prospectus that is intended for general distribution to prospective investors.

  • Issuer-Represented Limited-Use Free Writing Prospectus means any Issuer-Represented Free Writing Prospectus that is not an Issuer-Represented General Free Writing Prospectus. The term Issuer-Represented Limited-Use Free Writing Prospectus also includes any “bona fide electronic road show,” as defined in Rule 433 under the Securities Act, that is made available without restriction pursuant to Rule 433(d)(8)(ii), even though not required to be filed with the Commission.

  • Issuer Free Writing Communication means a Free Writing Communication prepared by or on behalf of the Company, used or referred to by the Company or containing a description of the final terms of the Offered Securities or of their offering, in the form retained in the Company’s records.

  • Pricing Prospectus means the Preliminary Prospectus, if any, and the Base Prospectus, each as amended and supplemented immediately prior to the Applicable Time, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof.

  • Free Writing Communication means a written communication (as such term is defined in Rule 405) that constitutes an offer to sell or a solicitation of an offer to buy the Offered Securities and is made by means other than the Preliminary Offering Circular or the Final Offering Circular.

  • Preliminary Prospectus Supplement means any preliminary prospectus supplement to the Base Prospectus which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus Supplement, together with the Base Prospectus.

  • Preliminary Final Prospectus means any preliminary prospectus supplement to the Basic Prospectus which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus, together with the Basic Prospectus.

  • Electronic Prospectus means a form of prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Representative, that may be transmitted electronically by the other Underwriters to offerees and purchasers of the Units for at least the period during which a Prospectus relating to the Units is required to be delivered under the Act; (ii) it shall disclose the same information as the paper prospectus and prospectus filed pursuant to XXXXX, except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representative, that will allow recipients thereof to store and have continuously ready access to the prospectus at any future time, without charge to such recipients (other than any fee charged for subscription to the Internet as a whole and for on-line time). The Company hereby confirms that it has included or will include in the Prospectus filed pursuant to XXXXX or otherwise with the Commission and in the Registration Statement at the time it was declared effective an undertaking that, upon receipt of a request by an investor or his or her representative within the period when a prospectus relating to the Units is required to be delivered under the Act, the Company shall transmit or cause to be transmitted promptly, without charge, a paper copy of the Prospectus.

  • Initial Prospectus Supplement means the prospectus supplement of the Company relating to the Securities, including the accompanying Base Prospectus, to be prepared and filed by the Company with the SEC pursuant to Rule 424(b)(5) under the Securities Act and in accordance with Section 5(a) hereof, together with all documents and information incorporated therein by reference.

  • Final Prospectus Supplement means the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus.