Rule 164 definition

Rule 164. “Rule 172”, “Rule 173”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

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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.

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, the ATM Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to E▇▇▇▇; 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 E▇▇▇▇; and all references in this Agreement to “supplements” to the Prospectus or the ATM 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 the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, By: /s/ M▇▇▇ ▇▇▇▇▇▇▇▇ M▇▇▇ ▇▇▇▇▇▇▇▇ CFO ACCEPTED as of the date first-above written: By: /s/ E▇▇▇ ▇▇▇▇ Name: E▇▇▇ ▇▇▇▇ Title: Head of Investment Banking From: Fundamental Global Inc. To: ThinkEquity LLC Attention: [●] Subject: Placement Notice Date: [●], 20[●] Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the ATM Sales Agreement by and between Fundamental Global Inc., a Nevada corporation (the “Company”), and ThinkEquity LLC (“Agent”), dated August [●], 2025, the Company hereby requests that the Agent sell up to [●] of the Company’s common stock, par value $0.0001 per share, at a minimum market price of $[●] per share, during the time period beginning [month, day, time] and ending [month, day, time]. The Company shall pay to the Agent in cash, upon each sale of Pla...

Examples of Rule 164 in a sentence

In the event that the Placement Agent expressly consents in writing to any such free writing prospectus (a “Permitted Free Writing Prospectus”), the Company covenants that it shall (i) treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) comply with the requirements of Rule 164 and 433 of the Securities Act applicable to such Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
In the event that the Placement Agent expressly consents in writing to any such free writing prospectus (a “Permitted Free Writing Prospectus”), the Company covenants that it shall (i) treat each Permitted Free Writing Prospectus as an Company Free Writing Prospectus, and (ii) comply with the requirements of Rule 164 and 433 of the Securities Act applicable to such Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

More Definitions of Rule 164

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. 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 ▇▇▇▇▇; 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 ▇▇▇▇▇; 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, By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title:Chief Financial Officer By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Chief Executive Officer From: NephroGenex, Inc. To: MLV & Co. LLC Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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 NephroGenex, Inc., a Delaware corporation (the “Company”), and MLV & Co. LLC (“MLV”), dated August 7, 2015, the Company hereby requests that MLV sell up to [ ] shares of the Company’s 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]. [The Company may include such other sales parameters as it deems appropriate.]

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 E▇▇▇▇; 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 E▇▇▇▇; 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 the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this Agreement shall constitute a binding agreement between the Company and the Agent. Very truly yours, RUBICON TECHNOLOGIES, INC. By: Name: P▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer ACCEPTED as of the date first-above written: CANTOR F▇▇▇▇▇▇▇▇▇ & CO. By: Name: Title: From: Rubicon Technologies, Inc. To: Cantor F▇▇▇▇▇▇▇▇▇ & Co. Attention: [●] Subject: Placement Notice Date: [●], 20[●] Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Rubicon Technologies, Inc., a Delaware corporation (the “Company”), and Cantor F▇▇▇▇▇▇▇▇▇ & Co. (the “Agent”), dated September 5, 2023, the Company hereby requests that the Agent sell up to [●] of the Company’s common stock, par value $0.0001 per share, at a minimum market price of $[●] per share, during the time period beginning [month, day, time] and ending [month, day, time]. The Company shall pay to the Agent in cash, upon each sale of Placement...

Rule 164. “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”, “Rule 433,” “Rule 456” and “Rule 457” refer to such rules or regulation under the Act. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. “Well-Known Seasoned Issuer” shall mean a well-known seasoned issuer as defined in Rule 405, and “electronic road show” means a road show as defined in Rule 433 that is a written communication transmitted by graphic means prepared by or approved for use by the Company and the Representatives in connection with the offering of the Securities.

Rule 164. “Rule 172,” “Rule 173,” “Rule 405,” “Rule 424(b),” “Rule 431B,” “Rule 433” and “Rule 462(b)” refer to such rules under the 1933 Act.

Rule 164. “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430A” and “Rule 433” refer to such rules under the Act as applicable to registration statements subject to Schedule B under the Act in accordance with the Release and, to the extent any such rule is not directly applicable, mean the provisions thereunder as made applicable by the Release.

Rule 164. “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”, “Rule 433”, “Rule 436”, “Rule 456” and “Rule 457” 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 Company, the Guarantor and the several Underwriters. VERY TRULY YOURS, GLAXOSMITHKLINE CAPITAL plc By: Name: Title: GSK plc By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. [ ] By: Name: Title: For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Underwriting Agreement dated [ ] Registration Statement Nos. 333-[ ] Representatives: [ ] Title, Purchase Price and Description of Securities: Title: [ ] Principal amount: $[ ] Purchase price (include accrued interest or amortization, if any): $[ ] Sinking fund provisions: [ ] Redemption provisions: [ ] Other provisions: As described in the applicable prospectus supplement referred to in this Agreement. Closing Date, Time and Location: [ ] at [ ]a.m./p.m., simultaneously, at Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ and ▇▇ ▇▇ ▇▇▇▇ ▇▇▇, London EC3A 8BE, United Kingdom Type of Offering: Non-delayed. Date referred to in Section 5(j) after which the Company and the Guarantor may offer or sell debt securities issued or guaranteed by the Company or the Guarantor without the consent of the Representatives: [ ]. [Names of Underwriters] Total $ Issuer: GlaxoSmithKline Capital plc Guarantor: GSK plc Principal Amount: $[•] Trade Date [•], 20[•] Maturity Date: [•], 20[•] Coupon: [•]% Interest Payment Dates: [•], commencing [•] Price to Public: [•]% Gross Proceeds to Issuer: $[•] Underwriting Discount and Commissions: [•]% Net Proceeds to Issuer: $[•] Benchmark Treasury: [•] Benchmark Treasury Yield: [•]% Spread to Benchmark Treasury: + [•]bp Yield to Maturity: [•]% Make-Whole Call: [•] CUSIP: [•] ISIN: [•] Expected Settlement Date: [•], 20[•]