Company is a Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto 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), (iii) at the time the Company, the Guarantors or any person acting on their behalf (within the meaning, for this clause (iii) only, of Rule 163(c) of the Securities Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the Securities Act and (iv) as of the Execution Time, the Company was and is a “well known seasoned issuer” as defined in Rule 405 of the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act, that automatically became effective not more than three years prior to the Execution Time; neither the Company nor the Guarantors have received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the use of the automatic shelf registration statement form and neither the Company nor the Guarantors have otherwise ceased to be eligible to use the automatic shelf registration form.
Appears in 2 contracts
Samples: Underwriting Agreement (Kansas City Southern), Underwriting Agreement (Kansas City Southern)
Company is a Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto 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), (iii) at the time the Company, the Guarantors or any person acting on their behalf (within the meaning, for this clause (iii) only, of Rule 163(c) of the Securities Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the Securities Act Act, and (iv) as of the Execution Time, the Company was and is a “well known seasoned issuer” as defined in Rule 405 of the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act, that automatically became effective not more than three years prior to the Execution Time; neither the Company nor the Guarantors have received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the use of the automatic shelf registration statement form and neither the Company nor the Guarantors have otherwise ceased to be eligible to use the automatic shelf registration form.
Appears in 2 contracts
Samples: Underwriting Agreement (Kansas City Southern), Underwriting Agreement (Kansas City Southern)
Company is a Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto thereto, if any, for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated incorporate report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company, the Guarantors Company or any person acting on their its behalf (within the meaning, for this clause (iii) only, of Rule 163(c) of the Securities Act) made any offer relating to the Securities Notes in reliance on the exemption of Rule 163 of the Securities Act Act, and (iv) as of the Execution Time, the Company was and is a “well known seasoned issuer” as defined in Rule 405 of the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act, that automatically became effective not more than three years prior to the Execution Time; neither the Company nor the Guarantors have has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the use of the automatic shelf registration statement form and neither the Company nor the Guarantors have has not otherwise ceased to be eligible to use the automatic shelf registration form.
Appears in 1 contract
Samples: Underwriting Agreement (Usg Corp)
Company is a Well-Known Seasoned Issuer. (iA) At the time original effectiveness of filing the Registration Statement, (iiB) at the time of the most recent amendment thereto 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), (iiiC) at the time the Company, the Guarantors Company or any person acting on their its behalf (within the meaning, for this clause (iii) only, of Rule 163(c) of the Securities Act) made any offer relating to the Securities Notes in reliance on the exemption of Rule 163 of the Securities Act and (ivD) as at the date of this Agreement and (E) at the Execution Initial Sale Time, the Company was and is a “well well-known seasoned issuer,” as defined in Rule 405 of the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act, that automatically became effective not more than three years prior to the Execution Time; neither the Company nor the Guarantors have has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the use of the automatic shelf registration statement form and neither the Company nor the Guarantors have has not otherwise ceased to be eligible to use the automatic shelf registration form.
Appears in 1 contract
Company is a Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto 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), (iii) at the time the Company, the Guarantors Company or any person acting on their its behalf (within the meaning, for this clause (iii) only, of Rule 163(c) of the Securities Act) made any offer relating to the Securities Notes in reliance on the exemption of Rule 163 of the Securities Act Act, and (iv) as of the Execution Time, Old EQT or the Company, as the case may be, was and the Company was and is a “well known seasoned issuer” as defined in Rule 405 of the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act, that automatically became effective not more than three years prior to the Execution Time; neither the Company nor the Guarantors have has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the use of the automatic shelf registration statement form and neither the Company nor the Guarantors have has not otherwise ceased to be eligible to use the automatic shelf registration form.
Appears in 1 contract
Samples: Underwriting Agreement (EQT Corp)