Rule 163 definition
Rule 163. “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.
Rule 163. “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 XXXXX; 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 XXXXX; 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: Name: Title: By: Name: Xxxx X. Xxxxxxx Title: President and COO From: GreenHunter Energy, Inc. To: MLV & Co. LLC Attention: Xxxxxxx XxXxxxxx 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 GreenHunter Energy, Inc., a Delaware corporation (the “Company”) and MLV & Co. LLC (“MLV”), dated [—], 2012, the Company hereby requests that MLV sell up to of the Company’s [Series C Preferred Shares] [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].
More Definitions of Rule 163
Rule 163. “Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424(b),” “Rule 430B,” “Rule 433” and “Rule 462(b)” refer to such rules under the Securities Act. All references in this Agreement to financial statements and schedules, statistical and market-related data 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, statistical and market-related data 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, any Rule 462(b) 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 XXXXX; 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 XXXXX; 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 BMO Capital Markets outside of the United States.
Rule 163. “Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424(b),” “Rule 430B,” and “Rule 433” refer to such rules under the Securities Act. All references in this Agreement to financial data, statements and schedules, statistical and market-related data 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 data, statements and schedules, statistical and market-related data 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 XXXXX; 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 XXXXX; 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 Placement Agent outside of the United States.
Rule 163. “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”, “Rule 433” “Rule 456”, “Rule 457” and “Rule 462(b)” refer to such rules under the Act. [Signature Pages Follow] 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 between the Company and the Agents. Very truly yours, By: /S/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: President and Chief Executive Officer By: /S/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first written above. By: /S/ XXXXXX XXXXXX Name: Xxxxxx Xxxxxx Title: Head of Capital Markets By: /S/ XXXXX XXXXXX Name: Xxxxx Xxxxxx Title: Executive Director Ladenburg Xxxxxxxx & Co. Inc. 000 Xxxxxxxxx Xxxxxx Xxxxxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Mitsubishi UFJ Securities (USA), Inc. 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Orchid Island Capital, Inc. (the “Company”) proposes, subject to the terms and conditions stated herein and in the Equity Distribution Agreement, dated June 17, 2014 (the “Equity Distribution Agreement”), between the Company and Bimini Advisors, LLC (the “Manager”), on one hand, and Ladenburg Xxxxxxxx & Co. Inc. and Mitsubishi UFJ Securities (USA), Inc., on the other hand, to issue and sell to Ladenburg Xxxxxxxx & Co. Inc. and Mitsubishi UFJ Securities (USA), Inc. the securities specified in the Schedule I hereto (the “Purchased Shares”). Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by Ladenburg Xxxxxxxx & Co. Inc. and Mitsubishi UFJ Securities (USA), Inc., as agents of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement, except that each representation and warranty in Section 2 of the Equity Distribution Agreement which makes reference to the Prospectus (as therein defined) shall be deemed to be a representation and warranty as of the date of the Equity Distribution Agreement in relation to the Prospectus, and also a representation and warr...
Rule 163. “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”, and “Rule 433” refer to such rules under the Act. “Rule 462(b) Registration Statement” shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof.
Rule 163. “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: 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, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and 00 Xx Xxxx Xxx, 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[•]
Rule 163. “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 XXXXX; 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 XXXXX; 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 Agents outside of the United States.