Common use of Well-Known Seasoned Issuer Clause in Contracts

Well-Known Seasoned Issuer. (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto, if applicable, for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (C) at the time the Issuer or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Notes in reliance on the exemption from Section 5(c) of the Securities Act set forth in Rule 163 under the Securities Act, Ventas was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act.

Appears in 10 contracts

Samples: Underwriting Agreement (Ventas Inc), Underwriting Agreement (Ventas Inc), Underwriting Agreement (Ventas Inc)

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Well-Known Seasoned Issuer. (A) At the time of the filing of the Registration Statement, (B) at the time of the most recent amendment thereto, if applicable, for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (C) at the time the Issuer or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Notes in reliance on the exemption from Section 5(c) of the Securities Act set forth in Rule 163 under the Securities Act, Ventas was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act.

Appears in 8 contracts

Samples: Underwriting Agreement (Ventas, Inc.), Underwriting Agreement (Ventas, Inc.), Underwriting Agreement (Ventas, Inc.)

Well-Known Seasoned Issuer. (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto, if applicable, for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (C) at the time the Issuer Issuers or any person acting on its their behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Notes in reliance on the exemption from Section 5(c) of the Securities Act set forth in Rule 163 under the Securities Act, Ventas was and is a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act.

Appears in 4 contracts

Samples: Underwriting Agreement (Ventas Inc), Underwriting Agreement (Ventas Inc), Underwriting Agreement (Ventas Inc)

Well-Known Seasoned Issuer. (Ai) At the time of filing of the Registration Statement, (Bii) at the time of the most recent amendment thereto, if applicable, thereto for the purposes of complying with Section 10(a)(3) of the Securities Act or otherwise (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (Ciii) at the time the Issuer Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under of the Securities Act) made any offer relating to the Notes Securities in reliance on the exemption from Section 5(c) of Rule 163 of the Securities Act set forth in Rule 163 under and (iv) at the Securities Actdate hereof, Ventas was and the Company is a “well-known seasoned issuer” as defined in Rule 405 under of the Securities Act.

Appears in 3 contracts

Samples: Monmouth Real Estate Investment Corp, Monmouth Real Estate Investment Corp, Monmouth Real Estate Investment Corp

Well-Known Seasoned Issuer. (A) At the original time of filing effectiveness of the Registration Statement, (B) at the time of the most recent amendment theretothereto for any purpose, if applicable, including for the purposes purpose of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, amendment or incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or in the form of a prospectus), and (C) at the time the Issuer Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Notes Securities and the Underlying Securities in reliance on the exemption from Section 5(c) of the Securities Act set forth in Rule 163 under the Securities Act, Ventas was and (D) as of the Applicable Time, the Company was, is and will be a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act405).

Appears in 1 contract

Samples: Underwriting Agreement (Tilray Brands, Inc.)

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Well-Known Seasoned Issuer. (Ai) At the time of the filing of the Registration Statement, (Bii) at the time of the most recent amendment thereto, if applicable, thereto for the purposes purpose of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, an incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (Ciii) at the time the Issuer Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under of the Securities Act) made any offer relating to the Notes Shares in reliance on the exemption from Section 5(c) of the Securities Act set forth in Rule 163 under of the Securities Act, Ventas the Company was and is a “well-known seasoned issuer” as defined in Rule 405 under of the Securities Act.

Appears in 1 contract

Samples: Sales Agreement (Revolution Medicines, Inc.)

Well-Known Seasoned Issuer. (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto, if applicable, for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (C) at the time the Issuer Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Securities Act) made any offer relating to the Notes Shares in reliance on upon the exemption from Section 5(c) of the Securities Act set forth in Rule 163 under the Securities Act, Ventas (D) at the date of this Agreement and any Terms Agreement and (E) at each Applicable Time, the Company was and is a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act405).

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (Ventas Inc)

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