Well-Known Seasoned Issuer means a well-known seasoned issuer, as defined in Rule 405.
Well-Known Seasoned Issuer means a “well-known seasoned issuer” as defined in Rule 405 promulgated under the Securities Act and which (i) is a “well-known seasoned issuer” under paragraph (1)(i)(A) of such definition or (ii) is a “well-known seasoned issuer” under paragraph (1)(i)(B) of such definition and is also eligible to register a primary offering of its securities relying on General Instruction I.B.1 of Form S-3 or Form F-3 under the Securities Act.
Well-Known Seasoned Issuer means a well-known seasoned issuer, as defined in Rule 405. 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 several Underwriters. Very truly yours, Zillow, Inc. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Chief Executive Officer By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx As Attorneys-in-Fact acting on behalf of each of the Selling Shareholders named in Schedule II to the foregoing Agreement. Citigroup Global Markets Inc. By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director For itself and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Underwriters Number of Underwritten Securities to be Purchased Citigroup Global Markets Inc. 2,009,395 Xxxxxxx, Xxxxx & Co. 1,657,750 Xxxxx & Company LLC 653,053 Canaccord Genuity Inc. 301,409 Pacific Crest Securities LLC 251,174 JMP Securities LLC 150,705 Total 5,023,486 SCHEDULE II Selling Shareholders: Number of Underwritten Securities to be Sold Xxxxxxx X. Xxxxxx 300,000 The Xxxxxx Descendants’ Trust dated December 30, 2004 75,000 Xxxxx X. Xxxxx 300,000 The Xxxxx Descendants’ Trust dated December 30, 2004 75,000 Xxxxxxx X. Xxxxxxx 146,771 Xxxxxx Xxxxxxxxxx 7,500 Xxxxxxxxxx Family LLC 10,000 Xxxxx X. Xxxxxx 90,000 Xxxx X. Xxxxxxxx 19,215 TCV Member Fund, L.P. 28,835 TCV V, L.P. 1,471,165 Total 2,523,486 SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package: EXHIBIT A Zillow, Inc. Lock-Up Agreement August —, 2013 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Zillow, Inc. – Lock-Up Agreement Ladies and Gentlemen: This letter agreement (this “Agreement”) is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), between Zillow, Inc., a Washington corporation (the “Company”), and a group of Underwriters named therein (collectively, the “Underwriters”), relating to an underwritten public offering of Common Stock, $0.0001 par value (the “Shares”), of the Company (the “Public Offering”). In order to induce you and the other Underwriters to enter into the Underwriting Agreement, the undersigned will not, without the prior written consent of Citigroup Global Markets Inc., offer, sell, cont...
Examples of Well-Known Seasoned Issuer in a sentence
Further, upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable, and such notice shall describe, in reasonable detail, the basis on which the Company has become a Well-Known Seasoned Issuer, and (ii) the Company shall, as promptly as practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement.
The Company shall use its reasonable best efforts to file such Automatic Shelf Registration Statement within 10 Business Days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any Registrable Securities.
If the Company is a Well-Known Seasoned Issuer at the time of filing the Shelf Registration Statement with the SEC, such Shelf Registration Statement shall be designated by the Company as an Automatic Shelf Registration Statement.
The Company agrees to use commercially reasonable efforts to remain a Well-Known Seasoned Issuer.
The Company shall use its commercially reasonable efforts to file such Automatic Shelf Registration Statement as promptly as practicable, but in no event later than 30 days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter (including by filing a new Automatic Shelf Registration Statement prior to the expiration thereof) until there are no longer any Registrable Shares.
More Definitions of Well-Known Seasoned Issuer
Well-Known Seasoned Issuer has the meaning set forth in Rule 405 promulgated by the SEC pursuant to the Securities Act.
Well-Known Seasoned Issuer shall have the meaning set forth in Rule 405 (or any successor provision) of the Securities Act.
Well-Known Seasoned Issuer means a “well-known seasoned issuer” as defined in Rule 405 (or successor rule) promulgated under the Securities Act.
Well-Known Seasoned Issuer shall have the meaning set forth in Rule 405 under the Act.
Well-Known Seasoned Issuer means a well-known seasoned issuer, as defined in Rule 405. 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, AMERICAN EXPRESS COMPANY By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Executive Vice President and Corporate Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. BARCLAYS CAPITAL INC. By: /s/ Xxxx Xxxxx-Xxxxxx Name: Xxxx Xxxxx-Xxxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxx Xxx Name: Xxx Xxx Title: Director RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director On behalf of each of the Underwriters named in Schedule II to the foregoing Agreement. SCHEDULE I Underwriting Agreement dated February 25, 2015 Registration Statement No. 333-185242 Representatives: Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets, LLC and Xxxxx Fargo Securities, LLC Title, Purchase Price and Description of Depositary Shares: Title: Depositary Shares, each representing a 1/1,000th interest in a share of 4.900% Fixed Rate/Floating Rate Noncumulative Preferred Shares, Series C Number of Depositary Shares to be sold by the Company: 850,000 Price per Share to Public: $1,000 Price per Share to the Underwriters — total: $990 Closing Date, Time and Location: March 2, 2015 at 10:00 a.m. at Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Times Square, New York, New York Type of Offering: Non-Delayed Date referred to in Section 5(j) after which the Company may offer or sell securities issued by the Company without the consent of the Representatives: March 2, 2015 SCHEDULE II Underwriters Number of Depositary Shares to be Purchased Barclays Capital Inc. 136,000 Citigroup Global Markets Inc. 136,000 Credit Suisse Securities (USA) LLC 136,000 RBC Capital Markets, LLC 136,000 Xxxxx Fargo Securities, LLC 136,000 Lloyds Securities Inc. 31,450 Mitsubishi UFJ Securities (USA), Inc. 31,450 Mizuho Securities USA Inc. 31,450 nabSecurities, LLC 31,450 SMBC Nikko Securities America, Inc...
Well-Known Seasoned Issuer means a well-known seasoned issuer, as defined in Rule 405. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among the Company, the Manager and the several Underwriters. Very truly yours, Blackstone Mortgage Trust, Inc. By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Secretary and Managing Director, Head of Legal and Compliance BXMT Advisors L.L.C. By: /s/ Xxxxxxx X. Xxxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxxx Title: Chief Operating Officer The foregoing Agreement is hereby confirmed and accepted as of the date first written above. For themselves and as Representatives of the other several Underwriters, if any, listed on Schedule II hereto: By: Citigroup Global Markets Inc. By: /s/ Xxx Xxxxxxxxxx XX Name: Xxx Xxxxxxxxxx XX Title: Vice President By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Managing Director, Head of Global Real Estate, Gaming & Lodging Investment Banking By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Rice Title: Vice President, Equity Capital Markets By: Xxxxx Fargo Securities, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Vice President SCHEDULE I Underwriting Agreement dated June 1, 2015 Representatives: Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities LLC , Xxxxx Fargo Securities, LLC and Xxxxxx Xxxxxxx & Co. LLC Title, Purchase Price and Description of Securities: Title: Class A Common Stock, par value $0.01 per share Number of Underwritten Securities to be sold by the Company: 10,000,000 Number of Option Securities to be sold by the Company: 1,500,000 Price per Share to Public (include accrued dividends, if any): variable Price per Share to the Underwriters: $29.42 Price per Share to the Underwriters – total: $294,200,000 Other provisions: Closing Date, Time and Location: June 5, 2015 at 10:00 a.m. at Xxxx Xxxxxxxx LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Type of Offering: Non-Delayed SCHEDULE II Underwriters Number of Underwritten Securities to be Purchased Citigroup Global Markets Inc. 2,200,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 2,200,000 X.X. Xxxxxx Securities LLC 2,200,000 Xxxxx Fargo Securitie...
Well-Known Seasoned Issuer means a “well-known seasoned issuer” as defined in Rule 405 promulgated under the Securities Act and which (a) (i) is a “well-known seasoned issuer” under paragraph (1)(i)(A) of such definition or (ii) is a “well-known seasoned issuer” under paragraph (1)(i)(B) of such definition and is also eligible to Register a primary offering of its securities relying on General Instruction I.B.1 of Form S-3 under the Securities Act and (b) is not an “ineligible issuer” as defined in Rule 405 promulgated under the Securities Act.