Use of Proceeds. Charges" "Conflicts of Interest" "Redemptions; Net Asset Value" "The Trust and the Trustee" "Federal Income Tax Aspects" In connection with making the representations and warranties set forth in this paragraph, the Additional Selling Agent shall not rely on inquiries made by or on behalf of any other parties. The Additional Selling Agents shall inform all prospective purchasers of Units of all pertinent facts relating to the liquidity and marketability of the Units as set forth in the Prospectus. The Additional Selling Agent shall offer and sell Units in compliance with the requirements set forth in the Registration Statement (particularly the "Subscription Requirements" attached as Exhibit B thereto), this Agreement and the Blue Sky Survey delivered to the Lead Selling Agent by the Managing Owner's counsel, a copy of which has been provided to each Additional Selling Agent. An Additional Selling Agent shall represent and warrant that it shall comply fully at all times with all applicable federal and state securities and commodities laws (including without limitation the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act, as amended (the "CEA"), and the securities and Blue Sky laws of the jurisdictions in which the Additional Selling Agent solicits subscriptions, all applicable rules and regulations under such laws, and all applicable requirements, rules, policy statements and interpretations of the NASD, and the securities and commodities exchanges and other governmental and self-regulatory authorities and organizations having jurisdiction over it or the offering of Units). The Additional Selling Agent shall under no circumstances engage in any activities hereunder in any jurisdiction (i) in which the Managing Owner has not informed the Additional Selling Agent that counsel's advice has been received that the Units are qualified for sale or are exempt under the applicable securities or Blue Sky laws thereof or (ii) in which the Additional Selling Agent may not lawfully engage. Each Additional Selling Agent shall further agree to comply with the requirement under applicable federal and state securities laws to deliver to each offeree a Prospectus and any amendments or supplements thereto (including summary financial information, if available, after the Trust has commenced operations). Neither the Additional Selling Agent nor any of its employees, agents or representatives will use or distribute any market...
Use of Proceeds means the use of funds derived by an organization from its charitable gaming activities which are disbursed for those lawful religious, charitable, community or educational purposes. This includes expenses relating to the acquisition, construction, maintenance or repair of any interest in the real property involved in the operation of the organization and used for lawful religious, charitable, community or educational purposes.
Use of Proceeds. The entire Offering proceeds will be used for working capital and general corporate expenses as the funds from the Offering are received. Because there is no minimum offering, there is no assurance that the Company will receive a sufficient amount of funds to commence or complete its contemplated business operations. This Subscription Agreement is offered for the purpose of Xxxxxx considering the purchase of a minimum investment in the Offering as described above. If after reviewing this Subscription Agreement and other relevant documents with your legal, financial, tax and investment advisors as you deem appropriate you elect to purchase Securities, please complete the following: By executing this Agreement and returning it to the Company, you further agree that your investment is being made entirely on the terms and conditions stated herein and in the documents attached hereto. You understand that this Subscription Agreement is not binding until the Company accepts it in writing. Caveat: Certain statements contained herein and included in other documents which have been given to you (including the Company’s reports filed pursuant to the requirements of the 0000 Xxx) using the terms “may,” “expects to” and other terms denoting future possibilities, are forward-looking statements. We cannot guarantee the accuracy of these statements as they are subject to a variety of risks, which are beyond our ability to predict or control. These risks may cause actual results to differ materially from the projections or estimates given to you. These risks include, but are not limited to, the possibility that the described operations or other activities will not be completed on economic terms, if at all. Our contemplated operations are attendant with high risk. There can be no assurance that we will succeed in operating our contemplated business, and it is important that each person considering and investment pursuant to this Subscription Agreement understands the significant risks, which accompany the proposed conduct of our future operations. In connection with your proposed purchase of the Series A Stock, you further represent as follows:
Examples of Use of Proceeds in a sentence
As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.
The Company will use the net proceeds received by it from the sale of the Securities in the manner specified in the Prospectus under "Use of Proceeds".
Unregistered Sales of Equity Securities and Use of Proceeds None.
The Company shall apply the net proceeds from the sale of the Common Shares sold by it in the manner described under the caption "Use of Proceeds" in the Prospectus.
Unregistered Sales of Equity Securities and Use of Proceeds Item 3.
More Definitions of Use of Proceeds
Use of Proceeds. We have verified the accuracy of the net proceeds of the offering of the APS of the Trust after payment of offering expenses and the sales load.
Use of Proceeds. Business," "Management," and "Description of Securities," which purport to summarize the provisions of agreements, licenses, statutes or rules and regulations, have been reviewed by such counsel and are accurate summaries in all material respects;
Use of Proceeds. Dilution," "Capitalization," "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," and "Management," are fairly presented and prepared on a basis consistent with the audited financial statements of the Company.
Use of Proceeds. The Issuer intends to fully allocate an amount equal to the net proceeds from this offering to finance or refinance, in whole or in part, one or more Eligible Green Projects (as defined in “Use of Proceeds” in the Preliminary Prospectus Supplement) within 12 months following the issuance of the notes. Pending such allocation, the Issuer intends to use the net proceeds from the offering for the repayment of debt, including outstanding borrowings under its revolving line of credit facility and/or any outstanding commercial paper. Joint Book-Running Managers: Wxxxx Fargo Securities, LLC J.X. Xxxxxx Securities LLC PNC Capital Markets LLC Credit Suisse Securities (USA) LLC Gxxxxxx Sachs & Co. LLC RBC Capital Markets, LLC Regions Securities LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. TD Securities (USA) LLC Truist Securities, Inc. U.S. Bancorp, Inc. Senior Co-Managers: Capital One Securities, Inc. Huntington Securities, Inc. KeyBanc Capital Markets Inc. Co-Managers: BNY Mellon Capital Markets, LLC Fifth Third Securities, Inc. R. Xxxxxxx & Co., LLC The Issuer has filed a registration statement (including a preliminary prospectus supplement and a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and prospectus in that registration 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 EXXXX on the SEC’s website at wxx.xxx.xxx. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling Wxxxx Fargo Securities, LLC toll-free at (000) 000-0000, J.X. Xxxxxx Securities LLC collect at (000) 000-0000, PNC Capital Markets LLC toll-free at (000) 000-0000, Credit Suisse Securities (USA) LLC toll-free at (000) 000-0000 or Gxxxxxx Sxxxx & Co. LLC toll-free at (000) 000-0000.
Use of Proceeds. (i) conflicts with the Organizational Documents, (ii) constitutes a violation of, or a default under, any Scheduled Contract, (iii) contravenes any Scheduled Order or (iv) violates any law, rule or regulation of the State of New York, the State of Illinois, the DGCL or the United States of America.
Use of Proceeds on page 38 of the Preliminary Offering Memorandum is amended by this Pricing Supplement as follows: We estimate that the net proceeds from this Offering will be approximately US$643 million after deducting the Initial Purchasers’ discounts and commissions and estimated offering expenses payable by us. We intend to use the proceeds from this Offering, together with the proceeds of a partial drawdown of the 2015 Revolving Credit Facility and cash on hand as applicable, to repurchase in full the 2013 Notes and fund the premium payable in connection with such redemption in the amount of US$25 million and estimated fee and costs related to this Offering and the repurchase of the 2013 Notes (excluding accrued interest on the 2013 Notes). The repurchase of the 2013 Notes by us is conditioned upon receiving sufficient funds from the Offering to fund the repurchase. The section “Capitalization” on page 40 of the Preliminary Offering Memorandum is amended by this Pricing Supplement by being replaced in its entirety with the following: The following table sets out the cash and cash equivalents, indebtedness and capitalization of Melco Resorts Finance and its subsidiaries as of March 31, 2017 on an actual basis and as adjusted to give effect to the following: • the issuance of US$650,000,000 aggregate principal amount of the Notes; and • application of the proceeds of this Offering, together with the proceeds of a partial drawdown of the 2015 Revolving Credit Facility and cash on hand, to repay the 2013 Notes in full and fund the premium payable in connection with such redemption in the amount of US$25 million and estimated fees and costs related to this Offering and the repurchase of the 2013 Notes (excluding accrued interest on the 2013 Notes). This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Use of Proceeds” and our consolidated financial statements prepared in accordance with U.S. GAAP, the related notes and other financial information contained elsewhere in this offering memorandum. As of March 31, 2017 Actual As Adjusted (in thousands of U.S. dollars) Cash and cash equivalents(1) 791,945 759,945 Indebtedness: 2015 Credit Facilities, net(1)(2) 458,414 808,414 2013 Notes, net(1)(3) 950,123 — Notes offered hereby(1)(4) — 650,000 Capital lease obligations 236 236 Advance from an affiliated company 1,946 1,946 Total indebtedness 1,410,719 1,460,596 Shareholder’s Equity: Ordinary sh...
Use of Proceeds. Capitalization," "Dilution," "Selected Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," "Management," "Certain Transactions," "Principal and Selling Stockholders," "Description of Capital Stock," "Shares Eligible for Future Sales" and "Item 15. Recent Sales of Unregistered Securities" and in Exhibit 11.01 to the Registration Statement, and have compared such amounts, percentages and financial information with such records of the Company and with information derived from such records and have found them to be in agreement, excluding any questions of legal interpretation. In the event that the letters referred to above set forth any such changes, decreases or increases, it shall be a further condition to the obligations of the Underwriters that (I) such letters shall be accompanied by a written explanation of the Company as to the significance thereof, unless the Representatives deem such explanation unnecessary, and (II) such changes, decreases or increases do not, in the sole judgment of the Representatives, make it impractical or inadvisable to proceed with the purchase and delivery of the Shares as contemplated by the Registration Statement, as amended as of the date hereof. References to the Registration Statement and the Prospectus in this paragraph (e) with respect to either letter referred to above shall include any amendment or supplement thereto at the date of such letter.