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 and the several Underwriters. Very truly yours, Pacific Gas and Electric Company By: /s/ Nxxxxxxx X. Xxxxx Name: Nxxxxxxx X. Xxxxx Title: Assistant Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. BNP Paribas Securities Corp. J.X. Xxxxxx Securities Inc. Mxxxxx Sxxxxxx & Co. Incorporated By: BNP Paribas Securities Corp. By: /s/ Pxxx X. Xxxxx Name: Pxxx X. Xxxxx Title: Managing Director By: J.X. Xxxxxx Securities Inc. By: /s/ Rxxxxx Xxxxxxxxx Name: Rxxxxx Xxxxxxxxx Title: Vice President By: Mxxxxx Sxxxxxx & Co. Incorporated By: /s/ Axxx Xxxxxxxxxxx Name: Axxx Xxxxxxxxxxx Title: Executive Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Underwriting Agreement dated November 28, 2007 Registration Statement No. 333-109994 Representative(s): BNP Paribas Securities Corp. J.X. Xxxxxx Securities Inc. Mxxxxx Sxxxxxx & Co. Incorporated Title, Purchase Price and Description of Securities: Title: 5.625% Senior Notes Due November 30, 2017 Principal amount: $500,000,000 Purchase price (include accrued interest or amortization, if any): 98.808% Sinking fund provisions: Not applicable. Redemption provisions: At the Company’s option, the 5.625% Senior Notes Due November 30, 2017 (the “Securities”) may be redeemed in whole or in part at any time at a redemption price equal to the greater of: (1)100% of the principal amount of the Securities to be redeemed, plus accrued interest on those Securities to the redemption date, or (2) as determined by the Quotation Agent (as defined in the Preliminary Prospectus), the sum of the present values of the remaining scheduled payments of principal and interest on the Securities to be redeemed (not including any portion of payments of interest accrued as of the redemption date) discounted to the redemption date on a semi-annual basis at the Adjusted Treasury Rate (as defined in the Preliminary Prospectus) plus 30 basis points, plus accrued interest, in either case, on those Securities to the redemption date. The redemption price will be calculated assuming a 360-day year consisting of twelve 30-day months. Othe...
Examples of Well-Known Seasoned Issuer in a sentence
Demand Registrations shall be on (i) Form S-1 or any similar long-form registration, (ii) Form S-3 or any similar short form registration, if such short form registration is then available to the Corporation, or (iii) Form S-3ASR if the Corporation is, at the time a Demand is made, a Well-Known Seasoned Issuer, in each case, reasonably acceptable to the Requesting Stockholders holding a majority of the Registrable Securities included in the applicable Demand Registration.
Further, upon the Company becoming a Well-Known Seasoned Issuer, the Company shall, as promptly as practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Shares in accordance with the terms of this Agreement.
If the Company is not a Well-Known Seasoned Issuer, within twenty (20) days after a written request by one or more Holders of Registrable Securities to register for resale any additional Registrable Securities owned by such Holders, the Company shall file a Registration Statement substantially similar to the Shelf then effective, if any (each, a “Follow-On Shelf”), to register for resale such Registrable Securities.
In the basic model, this is precisely when the resource stock would also be completely exhausted.
The SEC frequently grants waivers that permit settling defendants to avoid automatic disqualifications from the use of Well-Known Seasoned Issuer (WKSI) status, the safe harbor for forward-looking statements, and exemptions from securities registration requirements.
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. 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, Franklin Resources, Inc. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. SCHEDULE I Underwriting Agreement dated September 19, 2012. Registration Statement No. 333-183969 Representatives: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co. LLC Title, Purchase Price and Description of Securities: Title: 1.375% Notes due 2017 Principal amount: $300,000,000 Purchase price (include accrued interest or amortization, if any): 98.855% Sinking fund provisions: None Closing Date, Time and Location: September 24, 2012 at 10:00 a.m. at Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, at Xxx Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. Type of Offering: Non-delayed Modification of items to be covered by the letter from PricewaterhouseCoopers LLP delivered pursuant to Section 6(f) or 6(g) at the Execution Time: None SCHEDULE II Underwriters Principal Amount of Securities to be Purchased Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 112,500,000 Xxxxxx Xxxxxxx & Co. LLC 112,500,000 Citigroup Global Markets Inc. 15,000,000 HSBC Securities (USA) Inc. 15,000,000 X.X. Xxxxxx Securities LLC 15,000,000 UBS Securities LLC 15,000,000 Xxxxx Fargo Securities, LLC 15,000,000 Total $ 300,000,000 SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package
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 promulgated under the Securities Act (or any successor rule then in effect) 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 Stockholders and the several Underwriters. Very truly yours, JARDEN CORPORATION By: /s/ Xxxxxxx XxXxxxxxx Name: Xxxxxxx XxXxxxxxx Title: Executive Vice President of Finance and Treasurer By: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx By: /s/ Ian X.X. Xxxxxx Name: Ian X. X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx By: /s/ Xxxxxxx XxXxxxxxx Name: Xxxxxxx XxXxxxxxx By: /s/ J. Xxxxx Xxxxxxx Name: J. Xxxxx Xxxxxxx By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx WARBURG PINCUS PRIVATE EQUITY VIII, L.P. By: Warburg Pincus Partners LLC, its General Partner By: Warburg Pincus & Co., the Managing Member of Warburg Pincus Partners LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Partner WARBURG PINCUS NETHERLANDS PRIVATE EQUITY VIII I, C.V. By: Warburg Pincus Partners LLC, its General Partner By: Warburg Pincus & Co., the Managing Member of Warburg Pincus Partners LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Partner WARBURG PINCUS GERMANY PRIVATE EQUITY VIII K.G. By: Warburg Pincus Partners LLC, its General Partner By: Warburg Pincus & Co., the Managing Member of Warburg Pincus Partners LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Partner The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. Xxxxxx Brothers Inc. Citigroup Global Markets Inc. Xxxxxxx, Sachs & Co. By: XXXXXX BROTHERS INC. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice President By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director By: XXXXXXX, SACHS & CO. By: /s/ Xxxxxxx, Xxxxx & Co. Name: Title: For themselves and the other several Underwriters named in Schedule III to the foregoing Agreement.
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.