Rule 139 definition

Rule 139. “Rule 158”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”, “Rule 433” and “Rule 501” refer to Rules 139, 158, 164, 172, 405, 415, 424, 430B, 433 and 501, respectively, under the Act. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Selling Shareholders and the Underwriter. Very truly yours, ▇▇▇▇▇▇▇▇▇ World Industries, Inc. /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer The ▇▇▇▇▇▇▇▇▇ World Industries, Inc. Asbestos Personal Injury Settlement Trust /s/ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇ Title: Managing Trustee Armor TPG Holdings, L.P. By: TPG Advisors VI, Inc., its general partner By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ Cami Title: Vice President The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President Underwriting Agreement dated March 4, 2014 Registration Statement No. 333-179711 Underwriter: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Title, Purchase Price and Description of Securities: Title: Common Shares, par value $0.01 per share Number of Securities to be sold by Trust: 1,845,023 Number of Securities to be sold by TPG: 2,054,977 Price per share to the public: $54.25 Price per share to the Underwriter: $53.80 Closing Date, Time and Location: March 10, 2014 at 9:00 a.m. at the office of Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP at ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇.

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Rule 139. “Rule 164,” “Rule 172,” “Rule 173,” “Rule 175(b),” “Rule 405,” “Rule 424(b),” “Rule 430B,” “Rule 433” and “Rule 462(b)” refer to such rules under the 1933 Act.

Examples of Rule 139 in a sentence

• However, such extension will not apply if, within three business days prior to the 15th calendar day before the last day of the restricted period, the Company delivers a certificate signed by its chief executive officer or chief financial officer, certifying that (i) the Common Shares are “actively traded securities” as defined in Regulation M, and (ii) the Company meets the requirements set forth in Rule 139 under the 1933 Act for the publication of issuer-specific research reports.

• Notwithstanding the foregoing, if the Company has “actively traded securities” within the meaning of Rule 101(c)(1) of Regulation M of the Exchange Act, and otherwise satisfies the requirements set forth in Rule 139 of the Securities Act of 1933 that would permit ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. or any underwriter to publish issuer-specific research reports pursuant to Rule 139, the Lock-Up Period shall not be extended upon the occurrence of (1) or (2) above.

• Notwithstanding the foregoing, if the Company has “actively traded securities” within the meaning of Rule 101(c)(1) of Regulation M of the Exchange Act, and otherwise satisfies the requirements set forth in Rule 139 of the Securities Act of 1933 that would permit the Representatives or any underwriter to publish issuer-specific research reports pursuant to Rule 139, the Lock-Up Period shall not be extended upon the occurrence of (1) or (2) above.

• The Company will provide CSFB with notice of any announcement described in clause (2) of the preceding sentence that gives rise to an extension of the Lock-up Period; provided, however, that this previous sentence shall not apply if the research published or distributed on the Company is compliant under Rule 139 of the Securities Act and the Company's securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act.

• Provided, however, that such extension of the Restricted Period shall not apply if, (i) at the expiration of the Restricted Period, the Common Stock is “actively traded securities” (as defined in Regulation M) and (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Rule 2711(f)(4) of the FINRA Manual.

• All parties reconvened for the Rule 13.9 meet-and-confer on September 14, 2022.3 As a result of settlement negotiations, the settlement conference, and the Rule 13.9 meet-and-confer, the Settling Parties came to the attached Settlement Agreement.

• We represent that we have not participated in any transaction prohibited by the preceding paragraph and that we have at all times complied with and will at all times comply with the provisions of Rule 139 of the Securities Act and Regulation M of the Exchange Act, each as interpreted by the Commission.

• The extension described in the third sentence of this paragraph shall not apply beyond the time that all Underwriters can publish issuer-specific research reports regarding the Company pursuant to NASD Rule 2711(f)(4) as a result of the exemption pursuant to Rule 139 of the Securities Exchange Act of 1933, as amended, so long as the Company’s securities are then “actively-traded securities” as defined in Regulation M.

• Provided, however, that such extension of the lock-up period shall not apply if, (i) at the expiration of the lock-up period, the Shares are “actively traded securities” (as defined in Regulation M) and (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Rule 2711(f)(4) of the FINRA Manual.

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