Rule 172 definition
Rule 172. “Rule 173”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.
Rule 172. “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Securities Act.
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 Securities 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,
Examples of Rule 172 in a sentence
Without limiting the generality of the foregoing, the Company will, during the period when a prospectus relating to the Offered Securities is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), file on a timely basis with the Commission and Nasdaq all reports and documents required to be filed under the Exchange Act.
The Company will furnish to each Underwriter, without charge, during the period when the Prospectus is required (or, but for the provisions of Rule 172, would be required) to be delivered by applicable law (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), such number of copies of the Prospectus and any amendments or supplements to any of the foregoing as such Underwriter may reasonably request.
During the period when the Prospectus is required (or, but for the provisions of Rule 172, would be required) by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations to be delivered (whether to meet the request of purchasers pursuant to Rule 173(d) or otherwise), the Company will file all documents required to be filed with the Commission pursuant to the 1934 Act and the 1934 Act Regulations within the time periods required by the 1934 Act and the 1934 Act Regulations.
As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Shares by the Underwriters or dealer.
During any period when the delivery of a prospectus relating to the Shares is required (including in circumstances where such requirement may be satisfied pursuant to Rule 172, 173 or any similar rule) to be delivered under the Act, the Company will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and the regulations thereunder.
More Definitions of Rule 172
Rule 172 means Rule 172 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
Rule 172. “Rule 497,” “Rule 430A,” “Rule 433” and “Rule 462(b)” refer to such rules under the 1933 Act.
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 or any Terms 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 IDEA; 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 IDEA; and all references in this Agreement or any Terms 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 Shares by [Agent] outside of the United States.
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. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer and Chief Investment Officer DIGITAL REALTY TRUST, L.P. By: Digital Realty Trust, Inc., its general partner By: /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: A. ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Managing Director None. Digital Printers Square, LLC Delaware Illinois 200 ▇▇▇▇, LLC Delaware California Digital ▇▇▇▇▇▇▇ ▇▇, LLC Delaware Virginia Digital Network Services, LLC Delaware Arizona Digital Lakeside, LLC Delaware Illinois GIP 7th Street, LLC Delaware California
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 INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: President GLAXOSMITHKLINE PLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. DEUTSCHE BANK SECURITIES INC. By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Managing Director By: /s/ Nigel ▇.▇. ▇▇▇▇ Name: Nigel ▇.▇. ▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Director UBS SECURITIES LLC By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Associate Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Underwriting Agreement dated March 13, 2013 Registration Statement Nos. 333-172621 and ▇▇▇-▇▇▇▇▇▇-▇▇ Representatives: Deutsche Bank Securities Inc. ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. ▇.▇. ▇▇▇▇▇▇ Securities LLC UBS Securities LLC Title, Purchase Price and Description of Securities: Title: 0.700% Notes due 2016 (the “2016 Notes”) Principal amount: $1,250,000,000 of the 2016 Notes Purchase price (include accrued interest or amortization, if any): $1,245,250,000 Title, Purchase Price and Description of Securities: Title: 2.800% Notes due 2023 (the “2023 Notes”) ] Principal amount: $1,250,000,000 of the 2023 Notes Purchase price (include accrued interest or amortization, if any): $1,231,775,000
Rule 172 means Rule 172 promulgated by the Commission under the Securities Act, as such rule may be amended or supplemented from time to time, or any similar successor rule that may be promulgated by the Commission.
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 INC. 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: 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 Inc. 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[•]