Common use of Pricing Information Provided Orally by Underwriters Clause in Contracts

Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by underwriters to confirm sales] Schedule 4 CNOOC LIMITED Pricing Term Sheet for Notes due 20 % Notes due 20 (the “20 Notes”) Issuer: Guarantor: Principal Amount: Maturity Date: Coupon (Interest Rate): Public Offering Price: Ranking: Format: Listing: Denomination: Yield to Maturity: Spread to Benchmark Treasury: Benchmark Treasury: Benchmark Treasury Price and Yield: Interest Payment Dates: Interest Payment Record Dates: Optional Redemption: Trade Date: Settlement Date: CUSIP/ISIN: Ratings*: Joint Lead Managers and Joint Bookrunners: Co-Managers: * A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. Each rating should be evaluated independently of any other rating. The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, copies of the prospectus supplement and the accompanying prospectus may be obtained from , [address], telephone: ; , [address], telephone: ; or , [address], telephone: . Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. Annex B Form of Opinion of Xxxxx Xxxx & Xxxxxxxx LLP

Appears in 1 contract

Samples: Underwriting Agreement (CNOOC Finance (2015) U.S.A. LLC)

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Pricing Information Provided Orally by Underwriters. [set Set out key information included in script that will be used by underwriters Underwriters to confirm sales] Schedule 4 CNOOC LIMITED Annex B Written Testing-the-Waters Communications [None] Annex C Akcea Therapeutics, Inc. Pricing Term Sheet for Notes due [None.] Annex D [note: being finalized separately] Annex E [note: being finalized separately] Annex F [note: being finalized separately] Exhibit A [Form of Waiver of Lock-up] XXXXX AND COMPANY, LLC Akcea Therapeutics, Inc. Public Offering of Common Stock , 20 % Notes due [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Akcea Therapeutics, Inc. (the “Company”) of shares of common stock, $0.001 par value (the “Common Stock”), of the Company and the lock-up letter dated , 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 20 Notes, with respect to shares of Common Stock (the “Shares”). Xxxxx and Company, LLC hereby agrees to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective , 20 ; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, [Signature of Xxxxx and Company, LLC Representative] [Name of Xxxxx and Company, LLC Representative] cc: Company Exhibit B [Form of Press Release] Akcea Therapeutics, Inc. [Date] Akcea Therapeutics, Inc. (“Company”) Issuerannounced today that Xxxxx and Company, LLC, the lead book-running manager in the Company’s recent public sale of [·] shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to [·] shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [·], 20[·], and the shares may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Exhibit C FORM OF LOCK-UP AGREEMENT , 2016 XXXXX AND COMPANY, LLC XXXXXX, XXXXXXXX & COMPANY, INCORPORATED XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 x/x Xxxxxx, Xxxxxxxx & Company, Incorporated 000 Xxxx Xxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Wells Fargo Securities, LLC 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Guarantor: Principal Amount: Maturity Date: Coupon (Interest Rate): Akcea Therapeutics, Inc. -— Public Offering PriceLadies and Gentlemen: Ranking: Format: Listing: Denomination: Yield The undersigned understands that you, as Representatives of the several Underwriters, propose to Maturity: Spread enter into an underwriting agreement (the “Underwriting Agreement”) with Akcea Therapeutics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to Benchmark Treasury: Benchmark Treasury: Benchmark Treasury Price the Underwriting Agreement (the “Underwriters”), of common stock, $0.001 per share par value, of the Company (the “Securities”). Capitalized terms used herein and Yield: Interest Payment Dates: Interest Payment Record Dates: Optional Redemption: Trade Date: Settlement Date: CUSIP/ISIN: Ratings*: Joint Lead Managers not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and Joint Bookrunners: Co-Managers: * A securities rating make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is not a recommendation to buyhereby acknowledged, sell or hold securities the undersigned hereby agrees that, without the prior written consent of Xxxxx and may be revised or withdrawn at any time. Each rating should be evaluated independently Company, LLC on behalf of any other rating. The issuer has filed a registration statement the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (including a prospectusthis “Letter Agreement”) and a prospectus supplement with ending 180 days after the SEC for date (the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, copies “Public Offering Date”) of the prospectus supplement and relating to the accompanying prospectus Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be obtained deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than (A) the Securities to be sold by the undersigned pursuant to the Underwriting Agreement, (B) Common Stock acquired in open market transactions after the Public Offering Date; (C) transfers of shares of Common Stock (i) as a bona fide gift or gifts, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to any beneficiary (including such beneficiary’s estate) of the undersigned, provided that any such transfer shall not involve a disposition for value or (iii) upon death by will or intestacy, (D) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, transfers of Common Stock (i) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (ii) distributions of shares of Common Stock to members, stockholders or other equityholders of the undersigned; (E) entering into a contract, instruction or plan complying with Rule 10b5-1 (a “10b5-1 Plan”) of the Regulations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provided that such plan does not provide for the transfer of Common Stock during the Restricted Period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the undersigned or the Company during the Restricted Period, (F) transfer of shares of Common Stock in connection with the repurchase of securities issued pursuant to the Company’s equity incentive plans or pursuant to agreements under which the Company has the option to purchase such shares or a right of first refusal with respect to transfers of such shares, (G) in connection with the conversion of the outstanding preferred stock of the Company into shares of Common Stock, provided that the shares of Common Stock so received shall be subject to the terms of this Letter Agreement, (H) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s capital stock involving a change of control of the Company, provided that in the event that such tender offer, merger, consolidation or other such transaction is not completed, the shares of Common Stock held by the undersigned shall remain subject to the provisions of this Letter Agreement, and (I) by operation of law, such as pursuant to a domestic relations order or in connection with a divorce settlement; provided that in the case of any transfer or distribution pursuant to clause (C), (D) or (I), each donee, heir, distributee or transferee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (B), (C) or (D), no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the Restricted Period referred to above). If the undersigned is an officer or director of the Company, the undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering. For purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin and “change of control” shall mean the consummation of any bona fide third-party tender offer, merger, consolidation or other similar transaction, the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act) or group of persons, other than the Company or its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% or more of the total voting power of the voting stock of the Company. Furthermore, nothing contained herein shall limit or restrict the receipt, exercise, vesting or forfeiture of, or removal or lapse of restrictions on, any stock option, Common Stock issued upon exercise of a stock option, restricted stock unit or other award pursuant to any equity incentive plan or agreement in existence as of the date hereof, so long as such transaction or event does not involve the sale or transfer of any shares of Common Stock (other than (i) sales or transfers permitted under clauses (A) through (I) of the previous paragraph, (ii) from the undersigned to the Company pursuant to a cashless or net exercise of a security to cover the exercise price or taxes due upon the exercise or vesting of such security and (iii) sales effected by the administrator of any such equity incentive plan to cover taxes due in connection with the vesting of restricted stock units issued pursuant to such plan, [address]where such vesting occurs during the Restricted Period); provided, telephone: ; however, [address]that any security referred to in this clause shall be subject to the restrictions set forth in this Letter Agreement, telephone: ; subject to the allowances set forth in the preceding paragraph and this paragraph. For the avoidance of doubt and for the purposes of this paragraph, a cash exercise of a stock option shall not be deemed to be a transaction or event involving the sale or transfer of shares of Common Stock. If the undersigned is an officer or director of the Company, [address](i) Xxxxx and Company, telephone: LLC on behalf of the Underwriters agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, Xxxxx and Company, LLC on behalf of the Underwriters will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver. Any disclaimer release or waiver granted by Xxxxx and Company, LLC on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned hereby waives any and all notice requirements and rights with respect to the registration of securities pursuant to any agreement, instrument, understanding or otherwise, including any stockholders or registration rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or benefit, provided, however, that such waiver shall apply only to the proposed Public Offering, and any other action taken by the Company in connection with the proposed Public Offering. The undersigned understands that, if (i) the Company advises the Representatives in writing that it has determined not to proceed with the Public Offering, (ii) the Underwriting Agreement does not become effective by September 30, 2017 (provided that the Company may by written notice to the undersigned extend such date for a period of up to three additional months), or (ii) if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released from, all obligations under this Letter Agreement. The undersigned understands that may appear below is not applicable the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement. This Letter Agreement and any claim, controversy or dispute arising under or related to this communication Letter Agreement shall be governed by and should be disregardedconstrued in accordance with the laws of the State of New York. Such disclaimer Very truly yours, Name of Individual or notice was automatically generated Security Holder (Print exact name) By: Signature If not signing in an individual capacity: Name of Authorized Signatory (Print) Title of Authorized Signatory (Print) (indicate capacity of person signing if signing as a result custodian, trustee, or on behalf of this communication being sent by Bloomberg or another email system. Annex B Form of Opinion of Xxxxx Xxxx & Xxxxxxxx LLPan entity)

Appears in 1 contract

Samples: Underwriting Agreement (Akcea Therapeutics, Inc.)

Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by underwriters to confirm sales] Schedule 4 CNOOC LIMITED Public Offering Price Per Share: Variable Price Reoffering Annex B IMS Health Holdings, Inc. Pricing Term Sheet for Notes due 20 % Notes due 20 (the “20 Notes”) IMS Health Holdings, Inc. 20,000,000 Common Shares Issuer: GuarantorIMS Health Holdings, Inc. Symbol: Principal AmountIMS Total Firm Shares Offered by Issuer: Maturity Date0 common shares Total Shares Offered by Selling Shareholders: Coupon (Interest Rate): Public Offering Price20,000,000 common shares Greenshoe Shares Offered by Selling Shareholders: Ranking0 common shares Price to Public: Format: Listing: Denomination: Yield to Maturity: Spread to Benchmark Treasury: Benchmark Treasury: Benchmark Treasury Price and Yield: Interest Payment Dates: Interest Payment Record Dates: Optional Redemption: Variable Trade Date: Settlement August 6, 2015 Closing Date: CUSIP/ISINAugust 11, 2015 CUSIP No: Ratings*00000X000 Underwriters: Joint Lead Managers and Joint Bookrunners: Co-Managers: * A securities rating is not a recommendation to buyX.X. Xxxxxx Securities LLC, sell or hold securities and may be revised or withdrawn at any time. Each rating should be evaluated independently of any other rating. Xxxxxx Xxxxxxx & Co. LLC The issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement supplement) with the SEC Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates, which has become effective by rule of the SEC. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web web site at xxx.xxx.xxx. Alternatively, copies you may request a copy of the preliminary prospectus from: X.X. Xxxxxx Securities LLC, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, or by telephone at (000) 000-0000; or Xxxxxx Xxxxxxx & Co. LLC, Attention: Prospectus Department, 000 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, by email at xxxxxxxxxx@xxxxxxxxxxxxx.xxx or by toll-free call to (000) 000-0000. This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such jurisdiction. Exhibit A FORM OF LOCK-UP AGREEMENT , 20 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: IMS Health Holdings, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, acting as the Underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with IMS Health Holdings, Inc., a Delaware corporation (the “Company”) and the Selling Stockholders listed on Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) of common stock, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, the undersigned will not, during the period ending 60 days after the date of the prospectus supplement and relating to the accompanying prospectus Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $0.01 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be obtained from deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), [address]or publicly disclose the intention to make any offer, telephone: ; sale, [address]pledge or disposition, telephone: ; or , [address], telephone: . Any disclaimer (2) enter into any swap or other notice agreement that may appear below transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock (except for purposes of clause (3) for such demands or exercises as will not applicable require any public filing or other public disclosure to this communication and should be disregarded. Such disclaimer made in connection therewith or notice was automatically generated as a result will permit any required public filing or other public disclosure to be made after the expiration of this communication being sent by Bloomberg or another email system. Annex B Form of Opinion of Xxxxx Xxxx & Xxxxxxxx LLPthe 60-day period referred to above), in each case other than with respect to:

Appears in 1 contract

Samples: IMS Health Holdings, Inc.

Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by underwriters to confirm sales] Schedule 4 CNOOC LIMITED 4-A ORACLE CORPORATION Pricing Term Sheet for Notes due 20 % Notes due 20 (the “20 Notes”) 20[•] Issuer: Guarantor: Principal Amount: Maturity Date: Coupon (Interest Rate): Public Offering Price: Ranking: Format: Listing: Denomination: Yield to Maturity: Spread Coupon: Price to Benchmark TreasuryPublic: Benchmark Treasury[Proceeds (Before Expenses) to Issuer]: Benchmark Treasury Price and Yield[Use of Proceeds]: Interest Payment and Reset Dates: Interest Payment Record DatesDay Count Convention: Optional Redemption[Redemption Provisions]: Trade Date: Settlement Date: CUSIP/ISIN: Denominations Ratings*: Joint Lead Managers and Joint Bookrunners: Co-Managers: * Underwriters: * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised subject to revision or withdrawn withdrawal at any time. Each rating The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by calling 1-8[•]-[•] or by e-mailing Oracle Corporation’s Investor Relations at xxxxxxxx_xx@xxxxxx.xxx. Any disclaimer or other notice that may appear below is not applicable to this communication and should be evaluated independently disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Xxxxxxxxx or another email system. Schedule 4-B ORACLE CORPORATION Pricing Term Sheet for Notes due 20[•] Issuer: Size: Maturity: Coupon: Price to Public: [Proceeds (Before Expenses) to Issuer]: [Use of Proceeds]: Interest Payment and Reset Dates: Day Count Convention: [Redemption Provisions]: Trade Date: Settlement Date: Denominations Ratings: * Underwriters: * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any other ratingtime. The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site website at xxx.xxx.xxx. Alternatively, copies of the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement and the accompanying prospectus may be obtained from , [address], telephone: ; , [address], telephone: ; if you request it by calling 1-8[•]-[•] or , [address], telephone: by e-mailing Oracle Corporation’s Investor Relations at xxxxxxxx_xx@xxxxxx.xxx. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg Xxxxxxxxx or another email system. Annex B B-1 Form of Opinion of Xxxxx Xxxx & Freshfields Bruckhaus Xxxxxxxx LLPUS LLP (-) The Company is validly existing as a corporation in good standing under the laws of the State of Delaware and is duly qualified to do business as a foreign corporation and is in good standing in the State of California, and the Company has corporate power and authority to own its properties, conduct its business as described in the Disclosure Package and the Prospectus, issue the Securities, enter into the Underwriting Agreement and perform its obligations thereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Oracle Corp)

Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used Public Offering Price Per Share: $[ 🌑 ] Number of Underwritten Shares Purchased by underwriters to confirm salesthe Underwriters: [ 🌑 ] Schedule 4 CNOOC LIMITED Number of Option Shares: [ 🌑 ] Annex B Written Testing-the-Waters Communications Company Presentation dated October 14, 2018 Company Presentation dated October 17, 2018 Company Presentation dated October 23, 2018 Company Presentation dated October 29, 2018 Annex C Pricing Term Sheet for Notes due 20 % Notes due 20 Kaleido Biosciences, Inc. [ 🌑 ] Shares of Common Stock Issuer: Kaleido Biosciences, Inc. Symbol: [ 🌑 ] Size (Pre-Greenshoe): $[ 🌑 ] Total Underwritten Shares Offered by Issuer: [ 🌑 ] shares of common stock Option Shares Offered by Issuer: [ 🌑 ] shares of common stock Price to Public: $[ 🌑 ] Trade Date: [ 🌑 ], 2018 Closing Date: [ 🌑 ], 2018 CUSIP No: [ 🌑 ] Underwriters: Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Exhibit A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “20 NotesAct”), Kaleido Biosciences, Inc. (the “Issuer”) hereby authorizes Xxxxxxx Sachs, & Co. LLC, X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC (collectively, the “Bookrunners”) and each of their respective employees and affiliates and each of their respective affiliates’ employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer: Guarantor: Principal Amount: Maturity Date: Coupon ’s contemplated initial public offering (Interest Rate): Public Offering Price: Ranking: Format: Listing: Denomination: Yield “Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that (i) except as disclosed to Maturity: Spread the Bookrunners, it has not alone engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than the Bookrunners to Benchmark Treasury: Benchmark Treasury: Benchmark Treasury Price engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of Xxxxxxx Xxxxx, & Co. LLC, X.X. Xxxxxx Securities LLC and Yield: Interest Payment Dates: Interest Payment Record Dates: Optional Redemption: Trade Date: Settlement Date: CUSIP/ISIN: Ratings*: Joint Lead Managers Xxxxxx Xxxxxxx & Co. LLC. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and Joint Bookrunners: Co-Managers: * A securities rating agrees to promptly notify the Bookrunners in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is not a recommendation to buy, sell or hold securities and may be revised or withdrawn in effect. If at any time. Each rating should be evaluated independently time following the distribution of any other rating. The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, copies of the prospectus supplement and the accompanying prospectus may be obtained from , [address], telephone: ; , [address], telephone: ; Written Testing-the-Waters Communication there occurs an event or , [address], telephone: . Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify the Bookrunners and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of the Bookrunners and each of their respective employees and affiliates and their respective affiliates’ employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication being containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to the Bookrunners a written notice revoking this authorization. All notices as described herein shall be sent by Bloomberg or another email systemto the attention of Xxxx Xxxxxxxxx at xxxx.xxxxxxxxx@xx.xxx; Xxxxx Ke at xxxxx.xx@xxxxxxxx.xxx and Xxxxx Xxxxx at xxxxx.xxxxx@xxxxxxxxxxxxx.xxx. Annex Exhibit B [Form of Opinion Waiver of Xxxxx Lock-up] Xxxxxxx Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx LLPXxx Xxxx, Xxx Xxxx 00000 Kaleido Biosciences, Inc. Public Offering of Common Stock , 20__ [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the offering by Kaleido Biosciences, Inc. (the “Company”) of [ 🌑 ] shares of common stock, $0.001 par value (the “Common Stock”), of the Company and the lock-up agreement dated , 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 20 , with respect to shares of Common Stock (the “Shares”). The Representatives hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective , 20 ; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release]. Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect. Yours very truly, XXXXXXX SACHS & CO. LLC By: Name: Title: X.X. XXXXXX SECURITIES LLC By: Name: Title: XXXXXX XXXXXXX & CO. LLC By: Name: Title: cc: Kaleido Biosciences, Inc. Exhibit C [Form of Press Release] Kaleido Biosciences, Inc. [Date] Kaleido Biosciences, Inc. (the “Company”) announced today that Xxxxxxx Sachs & Co. LLC, X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, the lead book-running managers in the Company’s recent public sale of [ 🌑 ] shares of common stock, are [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on , 20 , and the shares may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended. Exhibit D-1 FORM OF LOCK-UP AGREEMENT FOR STOCKHOLDER ENTITIES AFFILIATED WITH FLAGSHIP PIONEERING, INC. ___________________, 2018 Xxxxxxx Sachs & Co. LLC X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o Goldman Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Kaleido Biosciences, Inc. - Initial Public Offering Ladies and Gentlemen:

Appears in 1 contract

Samples: Kaleido Biosciences, Inc.

Pricing Information Provided Orally by Underwriters. Initial Public Offering Price Annex A-1 Annex B X.X. Xxxxxx Securities LLC Xxxxx Xxxxxxx & Co. Xxxxx and Company, LLC Xxxxxx X. Xxxxx & Co. Oxford Immunotec Global PLC [set out key information included in script that will be used by underwriters to confirm sales] Schedule 4 CNOOC LIMITED Pricing Term Sheet for Notes due 20 % Notes due 20 (the “20 Notes”) Ordinary Shares Issuer: GuarantorOxford Immunotec Global PLC NASDAQ Symbol: Principal AmountOXFD Shares offered: Maturity Date[•] (excluding option to purchase up to [•] additional ordinary shares) Price to public: Coupon $ [•] per share Net proceeds: $ [•] (Interest Rate): Public Offering Priceexcluding option to purchase up to [•] additional ordinary shares) Closing date: Ranking[•], 2013 Use of Proceeds: Format: Listing: Denomination: Yield Approximately $25.0 million to Maturity: Spread hire additional sales, marketing and customer service personnel and expand marketing programs both in the United States and outside the United States; approximately $11.0 million to Benchmark Treasury: Benchmark Treasury: Benchmark Treasury Price fund research and Yield: Interest Payment Dates: Interest Payment Record Dates: Optional Redemption: Trade Date: Settlement Date: development programs dedicated to development of new diagnostic tests in the field of immunology; approximately $6.0 million to repay indebtedness outstanding under the Issuer’s senior secured term debt facility and related accrued interest; and approximately $21.8 million for working capital and other general corporate purposes. CUSIP/ISIN: Ratings*: Joint Lead Managers and Joint Bookrunners: Co-Managers: * A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. Each rating should be evaluated independently of any other rating. G6855A 103/GB00BGFBB958 The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the SEC Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web web site at xxx.xxx.xxx. Alternatively, copies of the issuer, any underwriter or any dealer participating in the offering will arrange to send to you the prospectus supplement and the accompanying prospectus may be obtained from if you request it by calling toll-free X.X. Xxxxxx Securities LLC, [address], telephone: ; , [address], telephone: ; or , [address], telephone: c/o Broadridge Financial Solutions at 0-000-000-0000. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. Annex B Form of Opinion of Xxxxx Xxxx & Xxxxxxxx LLPC Written Testing-the-Waters Communications

Appears in 1 contract

Samples: Underwriting Agreement (Oxford Immunotec Global PLC)

Pricing Information Provided Orally by Underwriters. Underwritten Shares: [set out key information included in script that will be used by underwriters to confirm sales] Schedule 4 CNOOC LIMITED Pricing Term Sheet for Notes due 20 % Notes due 20 (the “20 Notes”) IssuerOption Shares: Guarantor[•] Public offering price per share: Principal Amount: Maturity Date: Coupon (Interest Rate): Public Offering Price: Ranking: Format: Listing: Denomination: Yield to Maturity: Spread to Benchmark Treasury: Benchmark Treasury: Benchmark Treasury Price and Yield: Interest Payment Dates: Interest Payment Record Dates: Optional Redemption: Trade Date: $[•] Settlement Date: CUSIP/ISIN: Ratings*: Joint Lead Managers and Joint Bookrunners: Co-Managers: * A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. Each rating should be evaluated independently of any other rating. The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, copies of the prospectus supplement and the accompanying prospectus may be obtained from , [address], telephone: ; , [address], telephone: ; or , [address], telephone: . Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. 2023 Annex B Written Testing-the-Waters Communications [Omitted] Annex C-1 Form of Opinion of Counsel for the Company [Omitted] Annex C-2 Form of Opinion of Counsel For The Selling Stockholder Exhibit A Testing the waters authorization (to be delivered by the issuer to the Representatives in email or letter form) [Omitted] Exhibit B FORM OF LOCK-UP AGREEMENT [•], 2023 BofA Securities, Inc. Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Goldman Xxxxx & Co. LLC 000 Xxxx & Xxxxxxxx LLPXxxxxx New York, New York 10282 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx New York, New York 10179 Re: Madison Square Garden Entertainment Corp. – Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Madison Square Garden Entertainment Corp., a Delaware corporation (the “Company”), and Sphere Entertainment Group, LLC (formerly known as MSG Entertainment Group, LLC), a Delaware limited liability company, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Class A Common Stock, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect controlled affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 60 days after the date of the final prospectus relating to the Public Offering (the “Prospectus” and, such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into, redeemable for or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock or such other securities beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Class A Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for, or exercise any right with respect to, the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has publicly disclosed or furnished the Representatives with the details of any transaction the undersigned is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may:

Appears in 1 contract

Samples: Underwriting Agreement (Madison Square Garden Entertainment Corp.)

Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used Public Offering Price Per Share: $ Number of Underwritten Shares Purchased by underwriters to confirm sales] Schedule 4 CNOOC LIMITED the Underwriters: Number of Option Shares: Annex A-1 Annex B Written Testing-the-Waters Communications Company Presentation dated February, 2019 Annex C Pricing Term Sheet for Notes due 20 % Notes due 20 Axcella Health, Inc. Shares of Common Stock Issuer: Axcella Health, Inc. Symbol: AXLA Size (Pre-Greenshoe): $ Total Underwritten Shares Offered by Issuer: shares of common stock Option Shares Offered by Issuer: shares of common stock Price to Public: $ Trade Date: , 2019 Closing Date: , 2019 CUSIP No: 05454B 105 Underwriters: Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC SVB Leerink LLC Exhibit A EGC — Testing the waters authorization (to be delivered by the issuer to the Representatives in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “20 NotesAct”), Axcella Health, Inc. (the “Issuer”) hereby authorizes Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities LLC and SVB Leerink LLC (together, the “Representatives”) and their affiliates and respective employees (collectively, “Authorized Persons”) to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Rule 501 of Regulation D under the Act, to determine whether such investors might have an interest in the Issuer: Guarantor: Principal Amount: Maturity Date: Coupon ’s contemplated initial public offering (Interest Rate): “Testing the Waters Communications”). As previously discussed, it is our and your expectation that, unless otherwise approved by the Issuer or the Representatives, neither the Issuer nor any Authorized Person will send or give to any potential investor any Testing the Waters Communication that is a “written communication” as defined in Rule 405 of the Act, other than such Testing the Waters Communications that are limited to any one or more statements described in Rule 134 under the Act (whether or not reliance on Rule 134 would otherwise be permitted or available under the Act for such Testing the Waters Communication) and/or any customary legal or regulatory legends or disclaimers. The Issuer represents that, (i) except as disclosed to the Representatives, it has not alone engaged in any Testing-the-Waters Communication and (ii) it has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Issuer agrees that it shall not authorize any other third party to engage on its behalf in oral or written communications with potential investors without the written consent of the Representatives. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. Nothing in this authorization is intended to limit or otherwise affect the ability of Authorized Persons to engage in communications in which they could otherwise lawfully engage in the absence of this authorization. This authorization shall remain in effect until the Issuer has provided to the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of Xxxx Xxxxxxxxx at xxxx.xxxxxxxxx@xx.xxx, Xxxxx Xxxxxxxx at xxxxx.x.xxxxxxxx@xxxxxxxx.xxx and Xxxxxxx Xxxxxx at xxxxxxx.xxxxxx@xxxxxxx.xxx. Exhibit B [Form of Waiver of Lock-up] Xxxxxxx Sachs & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 SVB Leerink LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Axcella Health, Inc. Public Offering Priceof Common Stock , 20 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: Ranking: Format: Listing: Denomination: Yield This letter is being delivered to Maturity: Spread you in connection with the offering by Axcella Health, Inc. (the “Company”) of shares of common stock, $0.001 par value (the “Common Stock”), of the Company and the lock-up agreement dated , 2019 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 20 , with respect to Benchmark Treasury: Benchmark Treasury: Benchmark Treasury Price and Yield: Interest Payment Dates: Interest Payment Record Dates: Optional Redemption: Trade Date: Settlement Date: CUSIP/ISIN: Ratings*: Joint Lead Managers and Joint Bookrunners: Co-Managers: * A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. Each rating should be evaluated independently shares of any other ratingCommon Stock (the “Shares”). The issuer has filed Representatives hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective , 20 ; provided, however, that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a registration statement (including a prospectus) and a prospectus supplement with major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the SEC for Company of the offering to which this communication relatesimpending [waiver] [release]. Before you invest, you should read the prospectus in that registration statementExcept as expressly [waived] [released] hereby, the prospectus supplement Lock-up Letter shall remain in full force and other documents the issuer has filed with the SEC for more complete information about the issuer and this offeringeffect. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxxYours very truly, XXXXXXX SACHS & CO. Alternatively, copies of the prospectus supplement and the accompanying prospectus may be obtained from , [address], telephoneLLC By: ; , [address], telephoneName: ; or , [address], telephone: . Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. Annex B Form of Opinion of Xxxxx Xxxx & Xxxxxxxx LLPTitle:

Appears in 1 contract

Samples: Letter Agreement (Axcella Health Inc.)

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Pricing Information Provided Orally by Underwriters. Price: $[set out key information included in script that will be used —] per Share Number of Shares offered by underwriters to confirm salesCompany: (plus Option Shares) Number of Shares offered by Selling Stockholders: (plus Option Shares) Underwriting discounts and commissions: $[—] Schedule 4 CNOOC LIMITED per Share Annex A Annex B Ultragenyx Pharmaceutical Inc. Pricing Term Sheet for Notes due 20 % Notes due 20 (the “20 Notes”) Ultragenyx Pharmaceutical Inc. [—] Common Shares Issuer: GuarantorUltragenyx Pharmaceutical Inc. Symbol: Principal AmountRARE Size (without option exercise): $ Total Firm Shares Offered by Issuer: Maturity Datecommon shares Total Firm Shares Offered by Selling Stockholders: Coupon (Interest Rate): Public Offering Pricecommon shares Option Shares Offered by Issuer common shares Option Shares Offered by Selling Stockholders: Rankingcommon shares Price to Public: Format: Listing: Denomination: Yield to Maturity: Spread to Benchmark Treasury: Benchmark Treasury: Benchmark Treasury Price and Yield: Interest Payment Dates: Interest Payment Record Dates: Optional Redemption: $ Trade Date: Settlement July [—], 2014 Closing Date: CUSIP/ISINJuly [—], 2014 CUSIP No: Ratings*00000X000 Underwriters: Joint Lead Managers X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC Xxxxx and Joint Bookrunners: Co-Managers: * A securities rating is not a recommendation to buyCompany, sell or hold securities and may be revised or withdrawn at any time. Each rating should be evaluated independently of any other rating. LLC Xxxxxx X. Xxxxx & Co. Incorporated The issuer has filed a registration statement (including a preliminary prospectus) and a prospectus supplement with the SEC Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates, which was declared effective by the SEC on July [—], 2014. Before you invest, you should read the preliminary prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC statement for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web web site at xxx.xxx.xxx. Alternatively, copies you may request a copy of the preliminary prospectus supplement and the accompanying prospectus may be obtained from X.X. Xxxxxx Securities LLC, [address]Attention: Broadridge Financial Solutions, telephone0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000, or by telephone at (000) 000-0000, or from Xxxxxx Xxxxxxx & Co. LLC, Attention: ; Prospectus Department, [address]000 Xxxxxx Xxxxxx, telephone: ; 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, by email at xxxxxxxxxx@xxxxxxxxxxxxx.xxx or , [address], telephone: . Any disclaimer or other notice that may appear below is not applicable by toll-free call to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system(000) 000-0000. Annex B This communication shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such jurisdiction. Annex B Exhibit A LOCK-UP AGREEMENT , 2014 X. X. XXXXXX SECURITIES LLC XXXXXX XXXXXXX & CO. LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X. X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Morgan Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Re: Ultragenyx Pharmaceutical Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Ultragenyx Pharmaceutical Inc., a Delaware corporation (the “Company”), and the Selling Stockholders listed in Schedule 2 to the Underwriting Agreement, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC on behalf of the Underwriters, 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 “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $0.001 par value per share, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge, loan or disposition, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, in each case other than: (A) transfers or dispositions of shares of Common Stock (i) as a bona fide gift or gifts; (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; (iii) to any corporation, partnership, limited liability company, investment fund or other entity controlled or managed, or under common control or management by the undersigned or the immediate family of the undersigned; (iv) by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate family of the undersigned; or (v) as distributions to partners, members or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (A)(i) through (v), each donee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this paragraph; and provided, further, that in the case of any transfer or distribution pursuant to clause (A)(i) through (v), no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5), (B) sales or transfers of Opinion Common Stock made pursuant to a trading plan pursuant to Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) that has been entered into by the undersigned prior to the date of Xxxxx Xxxx & Xxxxxxxx LLPthis letter agreement, provided, that to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily made by or on behalf of the undersigned or the Company regarding any such sales or transfers, such announcement or filing shall include a statement to the effect that the sale or transfer was made pursuant to a trading plan pursuant to Rule 10b5-1, (C) the establishment of a trading plan pursuant to Rule 10b5-1 for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) no filing under the Exchange Act or other public announcements shall be required or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan during the Restricted Period, (D) the exercise of options to purchase shares of Common Stock granted under any stock incentive plan or stock purchase plan of the Company, provided that the underlying shares shall continue to be subject to the restrictions on transfer set forth in this agreement and provided further that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the Restricted Period (other than a filing on a Form 5), (E) the exercise (whether for cash, cashless, or net exercise) of warrants to purchase shares of Common Stock (or any security convertible into or exercisable or exchangeable for Common Stock), provided that the underlying shares shall continue to be subject to the restrictions on transfer set forth in this agreement and provided further that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the Restricted Period (other than a filing on a Form 5), (F) the transfer of shares of Common Stock (or any security convertible into Common Stock) to the Company or sold in connection with a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, on a “cashless” or “net exercise” basis or to cover tax withholding obligations of the undersigned in connection with such vesting or exercise provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the Restricted Period (other than a filing on a Form 5), (G) the transfer or disposition of the undersigned’s shares of Common Stock (or any security convertible into or exercisable or exchangeable for Common Stock) that occurs by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement provided that each transferee shall sign and deliver a lock-up letter substantially in the form of this letter, (H) the transfer of shares of Common Stock (or any security convertible into or exercisable or exchangeable for Common Stock) pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Stock involving a change of control of the Company provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the Common Stock owned by the undersigned shall remain subject to the restrictions contained in this agreement, (I) the transfer or disposal of shares of Common Stock acquired on the open market following the Public Offering (including shares purchased in the Public Offering) provided that no filing under

Appears in 1 contract

Samples: Underwriting Agreement (Ultragenyx Pharmaceutical Inc.)

Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by underwriters to confirm sales] Schedule 4 CNOOC LIMITED 4-A ORACLE CORPORATION Pricing Term Sheet for Notes due 20 % Notes due 20 (the “20 Notes”) 20[•] Issuer: Guarantor: Principal Amount: Maturity Date: Coupon (Interest Rate): Public Offering Price: Ranking: Format: Listing: Denomination: Yield to Maturity: Spread Coupon: Price to Benchmark TreasuryPublic: Benchmark Treasury[Proceeds (Before Expenses) to Issuer]: Benchmark Treasury Price and Yield[Use of Proceeds]: Interest Payment and Reset Dates: Interest Payment Record DatesDay Count Convention: Optional Redemption[Redemption Provisions]: Trade Date: Settlement Date: CUSIP/ISIN: Denominations Ratings*: Joint Lead Managers and Joint Bookrunners: Co-Managers: * Underwriters: * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be revised subject to revision or withdrawn withdrawal at any time. Each rating The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by calling 1-8[ ]-[ ] or by e-mailing Oracle Corporation’s Investor Relations at xxxxxxxx_xx@xxxxxx.xxx. Any disclaimer or other notice that may appear below is not applicable to this communication and should be evaluated independently disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. Schedule 4-B ORACLE CORPORATION Pricing Term Sheet for Notes due 20[•] Issuer: Size: Maturity: Coupon: Price to Public: [Proceeds (Before Expenses) to Issuer]: [Use of Proceeds]: Interest Payment and Reset Dates: Day Count Convention: [Redemption Provisions]: Trade Date: Settlement Date: Denominations Ratings: * Underwriters: * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any other ratingtime. The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site website at xxx.xxx.xxx. Alternatively, copies of the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement and the accompanying prospectus may be obtained from , [addressif you request it by calling 1-8[ ], telephone: ; , [address], telephone: ; -[ ] or , [address], telephone: by e-mailing Oracle Corporation’s Investor Relations at xxxxxxxx_xx@xxxxxx.xxx. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. Annex B B-1 Form of Opinion of Xxxxx Xxxx & Freshfields Bruckhaus Xxxxxxxx LLPUS LLP (-) The Company is validly existing as a corporation in good standing under the laws of the State of Delaware and is duly qualified to do business as a foreign corporation and is in good standing in the State of California, and the Company has corporate power and authority to own its properties, conduct its business as described in the Disclosure Package and the Prospectus, issue the Securities, enter into the Underwriting Agreement and perform its obligations thereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Oracle Corp)

Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by underwriters to confirm sales] Schedule 4 CNOOC LIMITED 4-A ORACLE CORPORATION Pricing Term Sheet for Notes due 20 % Notes due 20 (the “20 Notes”) 20[·] Issuer: Guarantor: Principal Amount: Maturity Date: Coupon (Interest Rate): Public Offering Price: Ranking: Format: Listing: Denomination: Yield to Maturity: Spread Coupon: Price to Benchmark TreasuryPublic: Benchmark Treasury[Proceeds (Before Expenses) to Issuer]: Benchmark Treasury Price and Yield[Use of Proceeds]: Interest Payment and Reset Dates: Interest Payment Record DatesDay Count Convention: Optional Redemption[Redemption Provisions]: Trade Date: Settlement Date: CUSIP/ISINDenominations Ratings: Ratings*Underwriters: Joint Lead Managers and Joint Bookrunners: Co-Managers: * A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. Each rating should be evaluated independently of any other rating. The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, copies the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by calling 1-8[ ]-[ ] or by e-mailing Investor Relations at xxxxxxxx_xx@xxxxxx.xxx. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. Schedule 4-B ORACLE CORPORATION Pricing Term Sheet for Notes due 20[·] Issuer: Size: Maturity: Coupon: Price to Public: [Proceeds (Before Expenses) to Issuer]: [Use of Proceeds]: Interest Payment and Reset Dates: Day Count Convention: [Redemption Provisions]: Trade Date: Settlement Date: Denominations Ratings: Underwriters: The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the accompanying issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus may be obtained from , [addressand prospectus supplement if you request it by calling 1-8[ ], telephone: ; , [address], telephone: ; -[ ] or , [address], telephone: by e-mailing Investor Relations at xxxxxxxx_xx@xxxxxx.xxx. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. Annex B B-1 Form of Opinion of Xxxxx Xxxx & Xxxxxxxx LLPLLP (-) The Company is validly existing as a corporation in good standing under the laws of the State of Delaware and is duly qualified to do business as a foreign corporation and is in good standing in the State of California, and the Company has corporate power and authority to own its properties, conduct its business as described in the Disclosure Package and the Prospectus, issue the Securities, enter into the Underwriting Agreement and perform its obligations thereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Oracle Corp)

Pricing Information Provided Orally by Underwriters. Underwritten Shares: [set out key information included in script that will be used by underwriters to confirm sales] Schedule 4 CNOOC LIMITED Pricing Term Sheet for Notes due 20 % Notes due 20 (the “20 Notes”) IssuerOption Shares: Guarantor[•] Public offering price per share: Principal Amount: Maturity Date: Coupon (Interest Rate): Public Offering Price: Ranking: Format: Listing: Denomination: Yield to Maturity: Spread to Benchmark Treasury: Benchmark Treasury: Benchmark Treasury Price and Yield: Interest Payment Dates: Interest Payment Record Dates: Optional Redemption: Trade Date: $[•] Settlement Date: CUSIP/ISIN: Ratings*: Joint Lead Managers and Joint Bookrunners: Co-Managers: * A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. Each rating should be evaluated independently of any other rating. The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, copies of the prospectus supplement and the accompanying prospectus may be obtained from , [address], telephone: ; , [address], telephone: ; or , [address], telephone: . Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. 2023 Annex B Written Testing-the-Waters Communications [Omitted] Annex C-1 Form of Opinion of Counsel for the Company [Omitted] Annex C-2 Form of Opinion of Counsel For The Selling Stockholder Exhibit A Testing the waters authorization (to be delivered by the issuer to the Representatives in email or letter form) [Omitted] Exhibit B FORM OF LOCK-UP AGREEMENT [•], 2023 BofA Securities, Inc. Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/x Xxxxxxx Xxxxx & Co. LLC 000 Xxxx & Xxxxxxxx LLPXxxxxx New York, New York 10282 c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx New York, New York 10179 Re: Madison Square Garden Entertainment Corp. – Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Madison Square Garden Entertainment Corp., a Delaware corporation (the “Company”), and Sphere Entertainment Group, LLC (formerly known as MSG Entertainment Group, LLC), a Delaware limited liability company, providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of Class A common stock, par value $0.01 per share, of the Company (the “Class A Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Class A Common Stock, and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC on behalf of the Underwriters, the undersigned will not, and will not cause any direct or indirect controlled affiliate to, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending at the close of business 60 days after the date of the final prospectus relating to the Public Offering (the “Prospectus” and, such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Class A Common Stock or any securities convertible into, redeemable for or exercisable or exchangeable for Class A Common Stock (including without limitation, Class A Common Stock or such other securities beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Class A Common Stock, the “Lock-Up Securities”), (2) enter into any hedging, swap or other agreement or transaction that transfers, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise, (3) make any demand for, or exercise any right with respect to, the registration of any Lock-Up Securities, or (4) publicly disclose the intention to do any of the foregoing. The undersigned acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Lock-Up Securities, in cash or otherwise. The undersigned further confirms that it has publicly disclosed or furnished the Representatives with the details of any transaction the undersigned is a party to as of the date hereof, which transaction would have been restricted by this Letter Agreement if it had been entered into by the undersigned during the Restricted Period. Notwithstanding the foregoing, the undersigned may:

Appears in 1 contract

Samples: Underwriting Agreement (Madison Square Garden Entertainment Corp.)

Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by underwriters to confirm sales] Schedule 4 CNOOC LIMITED 4-A ADOBE SYSTEMS INCORPORATED Pricing Term Sheet for Notes due 20 % Notes due 20 (the “20 Notes”) 20[·] Issuer: Guarantor: Principal Amount: Maturity DateMaturity: Coupon Coupon: Price to Public: [Proceeds (Before Expenses) to Issuer]: [Use of Proceeds]: Interest Rate): Public Offering PricePayment and Reset Dates: RankingDay Count Convention: Format[Redemption Provisions]: Listing[Benchmark Treasury]: Denomination: [Spread from Benchmark Treasury] [Yield to Maturity: Spread to Benchmark Treasury: Benchmark Treasury: ] [Benchmark Treasury Price and Yield: Interest Payment Dates: Interest Payment Record Dates: Optional Redemption]: Trade Date: Settlement Date: CUSIP/ISINDenominations: Ratings*: Joint Lead Managers and Joint BookrunnersUnderwriters: Co-ManagersNote: * A securities rating is not a recommendation to buy, sell or hold securities and may be revised subject to revision or withdrawn withdrawal at any time. Each rating should be evaluated independently of any other rating. The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, copies the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by calling 1-8[·] [·] or by calling Investor Relations [·]. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. Schedule 4-B ADOBE SYSTEMS INCORPORATED Pricing Term Sheet for Notes due 20[·] Issuer: Principal Amount: Maturity: Coupon: Price to Public: [Proceeds (Before Expenses) to Issuer]: [Use of Proceeds]: Interest Payment and Reset Dates: Day Count Convention: [Redemption Provisions]: [Benchmark Treasury]: [Spread from Benchmark Treasury] [Yield to Maturity] [Benchmark Treasury Price and Yield]: Trade Date: Settlement Date: Denominations: Ratings: Underwriters: Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the accompanying issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus may be obtained from , and prospectus supplement if you request it by calling 1-8[address·] [·] or by calling Investor Relations [·], telephone: ; , [address], telephone: ; or , [address], telephone: . Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. Annex B B-1 [Form of Opinion of Xxxxx Xxxx Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxxxx LLPXxxxxx]

Appears in 1 contract

Samples: Underwriting Agreement (Adobe Systems Inc)

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