Rule 163. “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.
Rule 163. “Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 424(b),” “Rule 430B,” and “Rule 433” refer to such rules under the Securities Act Regulations. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by MLV outside of the United States. If the foregoing correctly sets forth the understanding between the Company and MLV, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and MLV. Very truly yours, GREENHUNTER ENERGY, INC. By: Name: Title: ACCEPTED as of the date first-above written: MLV & CO. LLC By: Name: Xxxx X. Xxxxxxx Title: President and COO SCHEDULE 1 FORM OF PLACEMENT NOTICE From: GreenHunter Energy, Inc. To: MLV & Co. LLC Attention: Xxxxxxx XxXxxxxx Subject: At Market Issuance—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the At Market Issuance Sales Agreement between GreenHunter Energy, Inc., a Delaware corporation (the “Company”) and MLV & Co. LLC (“MLV”), dated [—], 2012, the Company hereby requests that MLV sell up to of the Company’s [Series C Preferred Shares] [Common Stock], $0.001 par value per share, at a minimum market price of $ per share, during the time period beginning [month, day, time] and ending [month, day, time]. SCHEDULE 2
Examples of Rule 163 in a sentence
Contract powers: (b) To award all contracts with a total contract value of between £500,000 and£5,000,000 other than contracts covered by Contract procedure Rule 16.3. STATEMENT OF THE REASONS FOR THE DECISION Havering’s grounds maintenance team is responsible for 108 parks and open spaces of approximately 2122 acres.
Channel Tunnel Proposal (2020/0347(COD)) - request for urgent procedure based on Rule 163 (annex 15) 02.12.2020: Letter from Council of the EU to TRAN Chairwoman re.
Decisions: TRAN Coordinators agreed in principle on an urgency procedure (Rule 163) provided that we receive reassurance from the Council (possibly in written) that the scope of the proposal is limited to the summer period 2021 with a maximum extension to the following winter period by the delegated act.
Pursuant to Rule 26(f) of the Federal Rules of Civil Procedure and Local Rule 16.3, a conference was held on , 2024, in person/over the phone/by Zoom, and attended by: , counsel for Plaintiff(s) ; , counsel for Plaintiff(s) ; , counsel for Plaintiff(s) ; and, counsel for Defendant(s) ; , counsel for Defendant(s) ; , counsel for Defendant(s) .
More Definitions of Rule 163
Rule 163. “Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424(b),” “Rule 430B,” and “Rule 433” refer to such rules under the Securities Act. All references in this Agreement to financial data, statements and schedules, statistical and market-related data and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial data, statements and schedules, statistical and market-related data and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Securities by Placement Agent outside of the United States.
Rule 163. “Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424(b),” “Rule 430B,” “Rule 433” and “Rule 462(b)” refer to such rules under the Securities Act. All references in this Agreement to financial statements and schedules, statistical and market-related data and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules, statistical and market-related data and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Securities by the Placement Agent outside of the United States.
Rule 163. “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules 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 and the several Underwriters. Very truly yours, Calithera Biosciences, Inc. By: /s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: President and Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. SVB Leerink LLC By: /s/ Xxxxx Calveley Name: Xxxxx Calveley Title: Managing Director Xxxxx Fargo Securities, LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Director Xxxxxxx Xxxxx & Company, L.L.C. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Partner, Equity Capital Markets For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Underwriters Number of Underwritten Securities to be Purchased SVB Leerink LLC 6,250,000 Xxxxx Fargo Securities, LLC 3,750,000 Xxxxxxx Xxxxx & Company, L.L.C. 2,500,000 Total 12,500,000 SCHEDULE II Schedule of Free Writing Prospectuses included in the Disclosure Package None SCHEDULE III Security holders party to a lock-up: Entities Affiliated with Delphi Ventures VIII, L.P. Advanced Technology Ventures VIII, L.P. Exhibit A Form of Lock-up Agreement Calithera Biosciences, Inc. Public Offering of Common Stock June , 2019 SVB Leerink LLC Xxxxx Fargo Securities LLC Xxxxxxx Xxxxx & Company, L.L.C. As Representatives of the several Underwriters, c/o SVB Leerink LLC 000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxxxx, XX 00000 c/o Wells Fargo Securities, LLC 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 x/x Xxxxxxx Xxxxx & Company, L.L.C. 000 Xxxxx Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Calithera Biosciences, Inc., a Delaware corporation (the “Company”), and you as the representatives (the “Representatives”) of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock, $0.0001 par value (the “Common Stock”), of the Company (the “Offering”). In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior ...
Rule 163. “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”, and “Rule 433” refer to such rules under the Act. “Rule 462(b) Registration Statement” shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof.
Rule 163. “Rule 164”, “Rule 172”, “Rule 174”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” “Rule 433” and “Rule 456” refer to such rules under the Securities 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 Transaction Entities and the Manager. Very truly yours, DIGITAL REALTY TRUST, INC. By: /s/ A. Xxxxxxx Xxxxx Name: A. Xxxxxxx Xxxxx Title: Chief Financial Officer and Chief Investment Officer DIGITAL REALTY TRUST, L.P. By: Digital Realty Trust, Inc., its general partner By: /s/ A. Xxxxxxx Xxxxx Name: A. Xxxxxxx Xxxxx Title: Chief Financial Officer and Chief Investment Officer The foregoing Agreement is hereby confirmed and accepted as of the date first written above. CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Director SCHEDULE I Schedule of Free Writing Prospectuses included in the Disclosure Package None. SCHEDULE II Subsidiaries Name Jurisdiction of Formation/Incorporation Foreign Qualifications Digital Printers Square, LLC Delaware Illinois 200 Xxxx, LLC Delaware California Digital Xxxxxxx XX, LLC Delaware Virginia Digital Network Services, LLC Delaware Arizona Digital Lakeside, LLC Delaware Illinois GIP 7th Street, LLC Delaware California SCHEDULE III
Rule 163. “Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424(b),” “Rule 430B,” and “Rule 433” refer to such rules under the Securities Act. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be.