FORM OF JOINDER AGREEMENT. The undersigned hereby agrees, effective as of the date set forth below, to become a party to that certain Registration Rights Agreement (as amended, restated and modified from time to time, the “Agreement”) dated as of April 15, 2021, by and among Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and the holders of the Company Ordinary Shares and Warrants named therein, and for all purposes of the Agreement the undersigned will be included within the term “Holder” (as defined in the Agreement). The address, facsimile number and email address to which notices may be sent to the undersigned are as follows: Address: Facsimile No.: Email: Date: [If entity] [ENTITY NAME] By: Name: Title: [If individual] Individual Name: EXHIBIT B Form of Plan of Distribution1 The selling shareholders, or their pledgees, donees, transferees, or any of their successors in interest selling shares received from a named selling shareholder as a gift, partnership distribution or other permitted transfer after the date of the applicable prospectus (all of whom may be selling shareholders), may sell some or all of the securities covered by this prospectus from time to time on any stock exchange or automated interdealer quotation system on which our ordinary shares are listed, in the over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at prices otherwise negotiated. The selling shareholders may sell the securities by one or more of the following methods, without limitation: • block trades in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; • purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this prospectus; • an exchange distribution in accordance with the rules of any stock exchange on which our ordinary shares are listed; • ordinary brokerage transactions and transactions in which the broker solicits purchases; • privately negotiated transactions; • “at-the-market” offering transactions; • short sales, either directly or with a broker-dealer or affiliate thereof; • through the writing of options on the ordinary shares, whether or not the options are listed on an options exchange; • through loans or pledges of the ordinary shares to a broker-dealer or an affiliate thereof; • by entering into transactions with third parties who may (or may cause others to) issue securities convertible or exchangeable into, or the return of which is derived in whole or in part from the value of, our ordinary shares; • through the distribution by any selling shareholder to its partners, members or equity holders; • one or more underwritten offerings on a firm commitment or best efforts basis; and • any combination of any of these methods of sale. For example, the selling shareholders may engage brokers and dealers, and any brokers or dealers may arrange for other brokers or dealers to participate in effecting sales of our ordinary shares. These brokers, dealers or underwriters may act as principals, or as an agent of a selling shareholder. Broker-dealers may agree with a selling shareholder to sell a specified number of ordinary shares at a stipulated price. If the broker-dealer is unable to sell the ordinary shares acting as agent for a selling shareholder, it may purchase as principal any unsold securities at the stipulated price. Broker-dealers who acquire ordinary shares as principals may thereafter resell the ordinary shares from time to time in transactions on any stock exchange or automated interdealer quotation system on which the ordinary shares are then listed, at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above. A selling shareholder may also enter into hedging and/or monetization transactions. For example, a selling shareholder may: • enter into transactions with a broker-dealer or affiliate of a broker-dealer or other third party in connection with which that other party will become a selling shareholder and engage in short sales of our ordinary shares under this prospectus, in which case the other party may use ordinary shares received from the selling shareholder to close out any short position; • sell short our ordinary shares under this prospectus and use ordinary shares held by the selling shareholder to close out any short position;
Appears in 1 contract
FORM OF JOINDER AGREEMENT. The undersigned hereby agrees, effective as of the date set forth below, to become a party to that certain Registration Rights Agreement (as amended, restated and modified from time to time, the “Agreement”) dated as of April 15October 3, 20212022, by and among Noble CorporationCorporation plc, an exempted a public limited company incorporated in formed under the Cayman Islands with limited liability laws of England and Wales (the “Company”), and the holders of the Company Ordinary Shares and Warrants named therein, and for all purposes of the Agreement the undersigned will be included within the term “Holder” (as defined in the Agreement). The address, facsimile number and email address to which notices may be sent to the undersigned are as follows: Address: Facsimile No.: Email: Date: [If entity] [ENTITY NAME] By: Name: Title: [If individual] Individual Name: EXHIBIT B Form of Plan of Distribution1 The selling shareholders, or their pledgees, donees, transferees, or any of their successors in interest selling shares received from a named selling shareholder as a gift, partnership distribution or other permitted transfer after the date of the applicable prospectus (all of whom may be selling shareholders), may sell some or all of the securities covered by this prospectus from time to time on any stock exchange or automated interdealer quotation system on which our ordinary shares are listed, in the over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at prices otherwise negotiated. The selling shareholders may sell the securities by one or more of the following methods, without limitation: • block trades in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; • purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this prospectus; • an exchange distribution in accordance with the rules of any stock exchange on which our ordinary shares are listed; • ordinary brokerage transactions and transactions in which the broker solicits purchases; • privately negotiated transactions; • “at-the-market” offering transactions; • short sales, either directly or with a broker-dealer or affiliate thereof; • through the writing of options on the ordinary shares, whether or not the options are listed on an options exchange; • through loans or pledges of the ordinary shares to a broker-dealer or an affiliate thereof; • by entering into transactions with third parties who may (or may cause others to) issue securities convertible or exchangeable into, or the return of which is derived in whole or in part from the value of, our ordinary shares; • through the distribution by any selling shareholder to its partners, members or equity holders; • one or more underwritten offerings on a firm commitment or best efforts basis; and • any combination of any of these methods of sale. For example, the selling shareholders may engage brokers and dealers, and any brokers or dealers may arrange for other brokers or dealers to participate in effecting sales of our ordinary shares. These brokers, dealers or underwriters may act as principals, or as an agent of a selling shareholder. Broker-dealers may agree with a selling shareholder to sell a specified number of ordinary shares at a stipulated price. If the broker-dealer is unable to sell the ordinary shares acting as agent for a selling shareholder, it may purchase as principal any unsold securities at the stipulated price. Broker-dealers who acquire ordinary shares as principals may thereafter resell the ordinary shares from time to time in transactions on any stock exchange or automated interdealer quotation system on which the ordinary shares are then listed, at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above. A selling shareholder may also enter into hedging and/or monetization transactions. For example, a selling shareholder may: • enter into transactions with a broker-dealer or affiliate of a broker-dealer or other third party in connection with which that other party will become a selling shareholder and engage in short sales of our ordinary shares under this prospectus, in which case the other party may use ordinary shares received from the selling shareholder to close out any short position; • sell short our ordinary shares under this prospectus and use ordinary shares held by the selling shareholder to close out any short position;
Appears in 1 contract
FORM OF JOINDER AGREEMENT. The undersigned hereby agrees, effective as of the date set forth below, to become a party to that certain Registration Rights Agreement (as amended, restated and modified from time to time, the “Agreement”) dated as of April 15February 5, 2021, by and among Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and the holders of the Company Ordinary Shares and Warrants named therein, and for all purposes of the Agreement the undersigned will be included within the term “Holder” (as defined in the Agreement). The address, facsimile number and email address to which notices may be sent to the undersigned are as follows: Address: Facsimile No.: Email: Date: [If entity] [ENTITY NAME] By: Name: Title: [If individual] Individual Name: EXHIBIT B Form of Plan of Distribution1 The selling shareholders, or their pledgees, donees, transferees, or any of their successors in interest selling shares received from a named selling shareholder as a gift, partnership distribution or other permitted transfer after the date of the applicable prospectus (all of whom may be selling shareholders), may sell some or all of the securities covered by this prospectus from time to time on any stock exchange or automated interdealer quotation system on which our ordinary shares are listed, in the over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at prices otherwise negotiated. The selling shareholders may sell the securities by one or more of the following methods, without limitation: • block trades in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; • purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this prospectus; • an exchange distribution in accordance with the rules of any stock exchange on which our ordinary shares are listed; • ordinary brokerage transactions and transactions in which the broker solicits purchases; • privately negotiated transactions; • “at-the-market” offering transactions; • short sales, either directly or with a broker-dealer or affiliate thereof; • through the writing of options on the ordinary shares, whether or not the options are listed on an options exchange; • through loans or pledges of the ordinary shares to a broker-dealer or an affiliate thereof; • by entering into transactions with third parties who may (or may cause others to) issue securities convertible or exchangeable into, or the return of which is derived in whole or in part from the value of, our ordinary shares; • through the distribution by any selling shareholder to its partners, members or equity holders; • one or more underwritten offerings on a firm commitment or best efforts basis; and • any combination of any of these methods of sale. 1 The Plan of Distribution will be appropriately modified in the event that any securities other than ordinary shares are offered for distribution in accordance with the terms of the Agreement. For example, the selling shareholders may engage brokers and dealers, and any brokers or dealers may arrange for other brokers or dealers to participate in effecting sales of our ordinary shares. These brokers, dealers or underwriters may act as principals, or as an agent of a selling shareholder. Broker-dealers may agree with a selling shareholder to sell a specified number of ordinary shares at a stipulated price. If the broker-dealer is unable to sell the ordinary shares acting as agent for a selling shareholder, it may purchase as principal any unsold securities at the stipulated price. Broker-dealers who acquire ordinary shares as principals may thereafter resell the ordinary shares from time to time in transactions on any stock exchange or automated interdealer quotation system on which the ordinary shares are then listed, at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above. A selling shareholder may also enter into hedging and/or monetization transactions. For example, a selling shareholder may: • enter into transactions with a broker-dealer or affiliate of a broker-dealer or other third party in connection with which that other party will become a selling shareholder and engage in short sales of our ordinary shares under this prospectus, in which case the other party may use ordinary shares received from the selling shareholder to close out any short position; • sell short our ordinary shares under this prospectus and use ordinary shares held by the selling shareholder to close out any short position;; • enter into options, forwards or other transactions that require the selling shareholder to deliver, in a transaction exempt from registration under the Securities Act, ordinary shares to a broker-dealer or an affiliate of a broker-dealer or other third party who may then become a selling shareholder and publicly resell or otherwise transfer ordinary shares under this prospectus; • loan or pledge ordinary shares to a broker-dealer or affiliate of a broker-dealer or other third party who may then become a selling shareholder and sell the loaned shares or, in an event of default in the case of a pledge, become a selling shareholder and sell the pledged shares, under this prospectus. As and when a selling shareholder takes such actions, the number of securities offered under this prospectus on behalf of such selling shareholder will decrease. The plan of distribution for that selling shareholder’s ordinary shares will otherwise remain unchanged; or • enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by the selling shareholder or borrowed from the selling shareholder or others to settle those sales or to close out any related open borrowings of ordinary shares, and may use securities received from the selling shareholder in settlement of those derivatives to close out any related open borrowings of ordinary shares. The third party in such sale transactions may be an underwriter and, if applicable, will be identified as such in the applicable prospectus supplement (or a post-effective amendment). The selling shareholders may also sell ordinary shares pursuant to Rule 144 under the Securities Act. We do not know of any arrangements by the selling shareholders for the sale of our ordinary shares. To the extent required under the Securities Act, the aggregate amount of selling shareholders’ ordinary shares being offered and the terms of the offering, the names of any agents, brokers, dealers or underwriters and any applicable commission with respect to a particular offer will be set forth in an accompanying prospectus supplement. Any underwriters, dealers, brokers or agents participating in the distribution of the ordinary shares may receive compensation in the form of underwriting discounts, concessions, commissions or fees from a selling shareholder and/or purchasers of selling shareholders’ ordinary shares for whom they may act (which compensation as to a particular broker-dealer might be in excess of customary commissions). The selling shareholders and any underwriters, brokers, dealers or agents that participate in the distribution of the ordinary shares may be deemed to be “underwriters” within the meaning of the Securities Act, and any discounts, concessions, commissions or fees received by them and any profit on the resale of the ordinary shares sold by them may be deemed to be underwriting discounts and commissions. The selling shareholders and other persons participating in the sale or distribution of the ordinary shares will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M. This regulation may limit the timing of purchases and sales of any of the ordinary shares by the selling shareholders and any other person. The anti-manipulation rules under the Exchange Act may apply to sales of ordinary shares in the market and to the activities of the selling shareholders and their affiliates. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of the ordinary shares to engage in market-making activities with respect to the particular ordinary shares being distributed for a period of up to five (5) Business Days before the distribution. These restrictions may affect the marketability of the ordinary shares and the ability of any person or entity to engage in market-making activities with respect to the ordinary shares. To the extent permitted by applicable law, this plan of distribution may be modified in a prospectus supplement or otherwise. We agreed to register the ordinary shares under the Securities Act and to keep the registration statement of which this prospectus is a part effective for a specified period of time. We have also agreed to indemnify the selling shareholders against certain liabilities, including liabilities under the Securities Act. The selling shareholders have agreed to indemnify us in certain circumstances against certain liabilities, including liabilities under the Securities Act. We will not receive any proceeds from sales of any ordinary shares by the selling shareholders. We cannot assure you that the selling shareholders will sell all or any portion of the ordinary shares offered hereby. All of the foregoing may affect the marketability of the securities offered hereby.
Appears in 1 contract
FORM OF JOINDER AGREEMENT. The undersigned hereby agrees, effective as of the date set forth below, to become a party to that certain Registration Rights Agreement (as amended, restated and modified from time to time, the “Agreement”) dated as of April 15, 2021[•], by and among Noble CorporationVICI Properties Inc., an exempted company incorporated in the Cayman Islands with limited liability a Maryland corporation (the “Company”), and the holders of the Company Ordinary Shares Common Stock and Warrants Company Preferred Stock named therein, and the holders of CPLV Mezz Loans named therein and for all purposes of the Agreement the undersigned will be included within the term “Holder” (as defined in the Agreement). The address, facsimile number and email address to which notices may be sent to the undersigned are as follows: Address: Facsimile No.: Email: Date: [If entity] [ENTITY NAME] By: Name: Title: [If individual] Individual Name: EXHIBIT B Form of Plan of Distribution1 Distribution The selling shareholdersstockholders, or their pledgees, donees, transferees, or any of their successors in interest selling shares received from a named selling shareholder stockholder as a gift, partnership distribution or other permitted transfer after the date of the applicable prospectus (all of whom may be selling shareholdersstockholders), may sell some or all of the securities covered by this prospectus from time to time on any stock exchange or automated interdealer quotation system on which our ordinary shares are common stock is listed, in the over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at prices otherwise negotiated. The selling shareholders stockholders may sell the securities by one or more of the following methods, without limitation: • block trades in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; • purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this prospectus; • an exchange distribution in accordance with the rules of any stock exchange on which our ordinary shares are common stock is listed; • ordinary brokerage transactions and transactions in which the broker solicits purchases; • privately negotiated transactions; • “at-the-market” offering transactions; • short sales, either directly or with a broker-dealer or affiliate thereof; • through the writing of options on the ordinary sharescommon stock, whether or not the options are listed on an options exchange; • through loans or pledges of the ordinary shares common stock to a broker-dealer or an affiliate thereof; • by entering into transactions with third parties who may (or may cause others to) issue securities convertible or exchangeable into, or the return of which is derived in whole or in part from the value of, our ordinary sharescommon stock; • through the distribution by any selling shareholder stockholder to its partners, members or equity holdersstockholders; • one or more underwritten offerings on a firm commitment or best efforts basis; and • any combination of any of these methods of sale. For example, the selling shareholders stockholders may engage brokers and dealers, and any brokers or dealers may arrange for other brokers or dealers to participate in effecting sales of our ordinary sharescommon stock. These brokers, dealers or underwriters may act as principals, or as an agent of a selling shareholderstockholder. Broker-dealers may agree with a selling shareholder stockholder to sell a specified number of ordinary shares of our common stock or preferred stock at a stipulated priceprice per share. If the broker-dealer is unable to sell the ordinary shares common stock acting as agent for a selling shareholderstockholder, it may purchase as principal any unsold securities at the stipulated price. Broker-dealers who acquire ordinary shares common stock as principals may thereafter resell the ordinary shares common stock from time to time in transactions on any stock exchange or automated interdealer quotation system on which the ordinary shares are common stock is then listed, at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above. A selling shareholder stockholder may also enter into hedging and/or monetization transactions. For example, a selling shareholder stockholder may: • enter into transactions with a broker-dealer or affiliate of a broker-dealer or other third party in connection with which that other party will become a selling shareholder stockholder and engage in short sales of our ordinary shares common stock under this prospectus, in which case the other party may use ordinary shares of our common stock received from the selling shareholder stockholder to close out any short position; • sell short our ordinary shares common stock under this prospectus and use ordinary shares of our common stock held by the selling shareholder stockholder to close out any short position;; • enter into options, forwards or other transactions that require the selling stockholder to deliver, in a transaction exempt from registration under the Securities Act, shares of our common stock to a broker-dealer or an affiliate of a broker-dealer or other third party who may then become a selling stockholder and publicly resell or otherwise transfer shares of our common stock under this prospectus; • loan or pledge shares of our common stock to a broker-dealer or affiliate of a broker-dealer or other third party who may then become a selling stockholder and sell the loaned shares or, in an event of default in the case of a pledge, become a selling stockholder and sell the pledged shares, under this prospectus. As and when a selling stockholder takes such actions, the number of securities offered under this prospectus on behalf of such selling stockholder will decrease. The plan of distribution for that selling stockholder’s common stock will otherwise remain unchanged; or • enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by the selling stockholder or borrowed from the selling stockholder or others to settle those sales or to close out any related open borrowings of common stock, and may use securities received from the selling stockholder in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment). The selling stockholders may also sell shares of our common stock pursuant to Rule 144 under the Securities Act. We do not know of any arrangements by the selling stockholders for the sale of our common stock. To the extent required under the Securities Act, the aggregate amount of selling stockholders’ common stock being offered and the terms of the offering, the names of any agents, brokers, dealers or underwriters and any applicable commission with respect to a particular offer will be set forth in an accompanying prospectus supplement. Any underwriters, dealers, brokers or agents participating in the distribution of the common stock may receive compensation in the form of underwriting discounts, concessions, commissions or fees from a selling stockholder and/or purchasers of selling stockholders’ common stock for whom they may act (which compensation as to a particular broker-dealer might be in excess of customary commissions). The selling stockholders and any underwriters, brokers, dealers or agents that participate in the distribution of the common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any discounts, concessions, commissions or fees received by them and any profit on the resale of the common stock sold by them may be deemed to be underwriting discounts and commissions. The selling stockholders and other persons participating in the sale or distribution of the common stock will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M. This regulation may limit the timing of purchases and sales of any of the common stock by the selling stockholders and any other person. The anti-manipulation rules under the Exchange Act may apply to sales of common stock in the market and to the activities of the selling stockholders and their affiliates. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of the common stock to engage in market-making activities with respect to the particular common stock being distributed for a period of up to five business days before the distribution. These restrictions may affect the marketability of the common stock and the ability of any person or entity to engage in market-making activities with respect to the common stock. To the extent permitted by applicable law, this plan of distribution may be modified in a prospectus supplement or otherwise. We agreed to register the common stock under the Securities Act and to keep the registration statement of which this prospectus is a part effective for a specified period of time. We have also agreed to indemnify the selling stockholders against certain liabilities, including liabilities under the Securities Act. The selling stockholders have agreed to indemnify us in certain circumstances against certain liabilities, including liabilities under the Securities Act. We will not receive any proceeds from sales of any common stock by the selling stockholders. We cannot assure you that the selling stockholders will sell all or any portion of the common stock offered hereby. All of the foregoing may affect the marketability of the securities offered hereby. EXHIBIT C Form of Notice and Holder Questionnaire The undersigned beneficial holder of common stock, par value $0.01 per share, Series A Convertible Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of VICI Properties Inc. (the “Company”), or holder of Convertible Mezzanine Loans of CPLV Mezz 3 LLC, which shares (in case of the Preferred Stock and the Convertible Mezzanine Loans, issued as a result of the conversion of the Preferred Stock and the Convertible Mezzanine Loans into common stock of the Company) the undersigned believes are Registrable Securities (as defined in the Registration Rights Agreement (as defined below)), understands that the Company intends to file or has filed with the Securities and Exchange Commission a registration statement (the “Shelf Registration Statement”) on Form S-11 for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the registration rights agreement (the “Registration Rights Agreement”), among the Company and the Holders named therein. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Registration Rights Agreement. Each beneficial holder of Registrable Securities (each a “beneficial owner”) is entitled to the benefits of the Registration Rights Agreement. In order to sell, or otherwise dispose of, any Registrable Securities pursuant to the Shelf Registration Statement, a beneficial owner of Registrable Securities will be required to be named as a selling securityholder in the related prospectus, deliver a prospectus to purchasers of Registrable Securities (to the extent required by applicable law) and be bound by those provisions of the Registration Rights Agreement applicable to such beneficial owner (including certain indemnification provisions as described below). Beneficial owners that do not (i) complete this Notice and Questionnaire and (ii) execute a Joinder in the Form attached as Exhibit A of the Registration Rights Agreement (if required) and deliver both documents to the Company as provided below will not be named as selling securityholders in the prospectus and, therefore, will not be permitted to sell any Registrable Securities pursuant to the Shelf Registration Statement. Further, the right to receive notices of and participate in underwritten offerings, exercise piggy back rights or include shares pursuant to the demand rights set forth in the Registration Rights Agreement are conditioned upon your affirmatively electing to receive such notices. You may provide such notice pursuant to this Notice and Questionnaire by making the elections in Question 6 or by providing written notice in the manner contemplated by the Registration Rights Agreement. Please note that if the Common Stock held by you or which will be held by you upon the mandatory conversion of the Preferred Stock and the Convertible Mezzanine Loans does not meet the definition of “Registrable Securities” set forth in the Registration Rights Agreement, the Company is not required to register your securities and you will not be named as a selling securityholder in the Shelf Registration Statement. Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities legal counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and the related prospectus.
Appears in 1 contract
Samples: Form of Registration Rights Agreement (Vici Properties Inc.)
FORM OF JOINDER AGREEMENT. The undersigned hereby agrees, effective as of the date set forth below, to become a party to that certain Registration Rights Agreement (as amended, restated and modified from time to time, the “Agreement”) dated as of April 1530, 2021, by and among Noble CorporationValaris Limited, an exempted a company incorporated in organized under the Cayman Islands with limited liability laws of Bermuda (the “Company”), ) and the holders of the Company Ordinary Common Shares and Warrants named therein, and for all purposes of the Agreement the undersigned will be included within the term “Holder” (as defined in the Agreement). The address, facsimile number and email address to which notices may be sent to the undersigned are as follows: Address: Facsimile No.: Email: Date: [If entity] [ENTITY NAME] By: Name: Title: [If individual] Individual Name: EXHIBIT B Form of Plan of Distribution1 The selling shareholders, or their pledgees, donees, transferees, or any of their successors in interest selling shares received from a named selling shareholder as a gift, partnership distribution or other permitted transfer after the date of the applicable prospectus (all of whom may be selling shareholders), may sell some or all of the securities covered by this prospectus from time to time on any stock exchange or automated interdealer quotation system on which our ordinary common shares are listed, in the over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at prices otherwise negotiated. The selling shareholders may sell the securities by one or more of the following methods, without limitation: • block trades in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; • purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this prospectus; • an exchange distribution in accordance with the rules of any stock exchange on which our ordinary common shares are listed; • ordinary brokerage transactions and transactions in which the broker solicits purchases; • privately negotiated transactions; • “at-the-market” offering transactions; • short sales, either directly or with a broker-dealer or affiliate thereof; • through the writing of options on the ordinary common shares, whether or not the options are listed on an options exchange; • through loans or pledges of the ordinary common shares to a broker-dealer or an affiliate thereof; • by entering into transactions with third parties who may (or may cause others to) issue securities convertible or exchangeable into, or the return of which is derived in whole or in part from the value of, our ordinary common shares; • through the distribution by any selling shareholder to its partners, members or equity holders; • one or more underwritten offerings on a firm commitment or best efforts basis; and • any combination of any of these methods of sale. 1 The Plan of Distribution will be appropriately modified in the event that any securities other than common shares are offered for distribution in accordance with the terms of the Agreement. For example, the selling shareholders may engage brokers and dealers, and any brokers or dealers may arrange for other brokers or dealers to participate in effecting sales of our ordinary common shares. These brokers, dealers or underwriters may act as principals, or as an agent of a selling shareholder. Broker-dealers may agree with a selling shareholder to sell a specified number of ordinary common shares at a stipulated price. If the broker-dealer is unable to sell the ordinary common shares acting as agent for a selling shareholder, it may purchase as principal any unsold securities at the stipulated price. Broker-dealers who acquire ordinary common shares as principals may thereafter resell the ordinary common shares from time to time in transactions on any stock exchange or automated interdealer quotation system on which the ordinary common shares are then listed, at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above. A selling shareholder may also enter into hedging and/or monetization transactions. For example, a selling shareholder may: • enter into transactions with a broker-dealer or affiliate of a broker-dealer or other third party in connection with which that other party will become a selling shareholder and engage in short sales of our ordinary common shares under this prospectus, in which case the other party may use ordinary common shares received from the selling shareholder to close out any short position; • sell short our ordinary common shares under this prospectus and use ordinary common shares held by the selling shareholder to close out any short position;; • enter into options, forwards or other transactions that require the selling shareholder to deliver, in a transaction exempt from registration under the Securities Act, common shares to a broker-dealer or an affiliate of a broker-dealer or other third party who may then become a selling shareholder and publicly resell or otherwise transfer common shares under this prospectus; • loan or pledge common shares to a broker-dealer or affiliate of a broker-dealer or other third party who may then become a selling shareholder and sell the loaned shares or, in an event of default in the case of a pledge, become a selling shareholder and sell the pledged shares, under this prospectus. As and when a selling shareholder takes such actions, the number of securities offered under this prospectus on behalf of such selling shareholder will decrease. The plan of distribution for that selling shareholder’s common shares will otherwise remain unchanged; or • enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by the selling shareholder or borrowed from the selling shareholder or others to settle those sales or to close out any related open borrowings of ordinary shares, and may use securities received from the selling shareholder in settlement of those derivatives to close out any related open borrowings of ordinary shares. The third party in such sale transactions may be an underwriter and, if applicable, will be identified as such in the applicable prospectus supplement (or a post-effective amendment). The selling shareholders may also sell common shares pursuant to Rule 144 under the Securities Act. We do not know of any arrangements by the selling shareholders for the sale of our common shares. To the extent required under the Securities Act, the aggregate amount of selling shareholders’ common shares being offered and the terms of the offering, the names of any agents, brokers, dealers or underwriters and any applicable commission with respect to a particular offer will be set forth in an accompanying prospectus supplement. Any underwriters, dealers, brokers or agents participating in the distribution of the common shares may receive compensation in the form of underwriting discounts, concessions, commissions or fees from a selling shareholder and/or purchasers of selling shareholders’ common shares for whom they may act (which compensation as to a particular broker-dealer might be in excess of customary commissions). The selling shareholders and any underwriters, brokers, dealers or agents that participate in the distribution of the common shares may be deemed to be “underwriters” within the meaning of the Securities Act, and any discounts, concessions, commissions or fees received by them and any profit on the resale of the common shares sold by them may be deemed to be underwriting discounts and commissions. The selling shareholders and other persons participating in the sale or distribution of the common shares will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M. This regulation may limit the timing of purchases and sales of any of the common shares by the selling shareholders and any other person. The anti-manipulation rules under the Exchange Act may apply to sales of common shares in the market and to the activities of the selling shareholders and their affiliates. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of the common shares to engage in market-making activities with respect to the particular common shares being distributed for a period of up to five (5) Business Days before the distribution. These restrictions may affect the marketability of the common shares and the ability of any person or entity to engage in market-making activities with respect to the common shares. To the extent permitted by applicable law, this plan of distribution may be modified in a prospectus supplement or otherwise. We agreed to register the common shares under the Securities Act and to keep the registration statement of which this prospectus is a part effective for a specified period of time. We have also agreed to indemnify the selling shareholders against certain liabilities, including liabilities under the Securities Act. The selling shareholders have agreed to indemnify us in certain circumstances against certain liabilities, including liabilities under the Securities Act. We will not receive any proceeds from sales of any common shares by the selling shareholders. We cannot assure you that the selling shareholders will sell all or any portion of the common shares offered hereby. All of the foregoing may affect the marketability of the securities offered hereby.
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FORM OF JOINDER AGREEMENT. The undersigned hereby agrees, effective as of the date set forth below, to become a party to that certain Registration Rights Agreement (as amended, restated and modified from time to time, the “Agreement”) dated as of April 15[•], 2021, by and among Noble Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and the holders of the Company Ordinary Shares and Warrants named therein, and for all purposes of the Agreement the undersigned will be included within the term “Holder” (as defined in the Agreement). The address, facsimile number and email address to which notices may be sent to the undersigned are as follows: Address: Facsimile No.: Email: Date: [If entity] [ENTITY NAME] By: Name: Title: [If individual] Individual Name: EXHIBIT B Form of Plan of Distribution1 The selling shareholders, or their pledgees, donees, transferees, or any of their successors in interest selling shares received from a named selling shareholder as a gift, partnership distribution or other permitted transfer after the date of the applicable prospectus (all of whom may be selling shareholders), may sell some or all of the securities covered by this prospectus from time to time on any stock exchange or automated interdealer quotation system on which our ordinary shares are listed, in the over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at prices otherwise negotiated. The selling shareholders may sell the securities by one or more of the following methods, without limitation: • block trades in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; • purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this prospectus; • an exchange distribution in accordance with the rules of any stock exchange on which our ordinary shares are listed; • ordinary brokerage transactions and transactions in which the broker solicits purchases; • privately negotiated transactions; • “at-the-market” offering transactions; • short sales, either directly or with a broker-dealer or affiliate thereof; • through the writing of options on the ordinary shares, whether or not the options are listed on an options exchange; • through loans or pledges of the ordinary shares to a broker-dealer or an affiliate thereof; • by entering into transactions with third parties who may (or may cause others to) issue securities convertible or exchangeable into, or the return of which is derived in whole or in part from the value of, our ordinary shares; • through the distribution by any selling shareholder to its partners, members or equity holders; • one or more underwritten offerings on a firm commitment or best efforts basis; and • any combination of any of these methods of sale. For example, the selling shareholders may engage brokers and dealers, and any brokers or dealers may arrange for other brokers or dealers to participate in effecting sales of our ordinary shares. These brokers, dealers or underwriters may act as principals, or as an agent of a selling shareholder. Broker-dealers may agree with a selling shareholder to sell a specified number of ordinary shares at a stipulated price. If the broker-dealer is unable to sell the ordinary shares acting as agent for a selling shareholder, it may purchase as principal any unsold securities at the stipulated price. Broker-dealers who acquire ordinary shares as principals may thereafter resell the ordinary shares from time to time in transactions on any stock exchange or automated interdealer quotation system on which the ordinary shares are then listed, at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above. A selling shareholder may also enter into hedging and/or monetization transactions. For example, a selling shareholder may: • enter into transactions with a broker-dealer or affiliate of a broker-dealer or other third party in connection with which that other party will become a selling shareholder and engage in short sales of our ordinary shares under this prospectus, in which case the other party may use ordinary shares received from the selling shareholder to close out any short position; • sell short our ordinary shares under this prospectus and use ordinary shares held by the selling shareholder to close out any short position;
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FORM OF JOINDER AGREEMENT. The undersigned hereby agrees, effective as of the date set forth below, to become a party to that certain Registration Rights Agreement (as amended, restated and modified from time to time, the “Agreement”) dated as of April 15[•], 2021, by and among Noble CorporationXxxxx Xxxxx Limited, an exempted a private limited company incorporated in formed under the Cayman Islands with limited liability laws of England and Wales (the “Company”), and the holders of the Company Ordinary Shares and Warrants named therein, and for all purposes of the Agreement the undersigned will be included within the term “Holder” (as defined in the Agreement). The address, facsimile number and email address to which notices may be sent to the undersigned are as follows: Address: Facsimile No.: Email: Date: [If entity] [ENTITY NAME] By: Name: Title: [If individual] Individual Name: EXHIBIT B Form of Plan of Distribution1 The selling shareholders, or their pledgees, donees, transferees, or any of their successors in interest selling shares received from a named selling shareholder as a gift, partnership distribution or other permitted transfer after the date of the applicable prospectus (all of whom may be selling shareholders), may sell some or all of the securities covered by this prospectus from time to time on any stock exchange or automated interdealer quotation system on which our ordinary shares are listed, in the over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at prices otherwise negotiated. The selling shareholders may sell the securities by one or more of the following methods, without limitation: • block trades in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; • purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this prospectus; • an exchange distribution in accordance with the rules of any stock exchange on which our ordinary shares are listed; • ordinary brokerage transactions and transactions in which the broker solicits purchases; • privately negotiated transactions; • “at-the-market” offering transactions; • short sales, either directly or with a broker-dealer or affiliate thereof; • through the writing of options on the ordinary shares, whether or not the options are listed on an options exchange; • through loans or pledges of the ordinary shares to a broker-dealer or an affiliate thereof; • by entering into transactions with third parties who may (or may cause others to) issue securities convertible or exchangeable into, or the return of which is derived in whole or in part from the value of, our ordinary shares; • through the distribution by any selling shareholder to its partners, members or equity holders; • one or more underwritten offerings on a firm commitment or best efforts basis; and • any combination of any of these methods of sale. For example, the selling shareholders may engage brokers and dealers, and any brokers or dealers may arrange for other brokers or dealers to participate in effecting sales of our ordinary shares. These brokers, dealers or underwriters may act as principals, or as an agent of a selling shareholder. Broker-dealers may agree with a selling shareholder to sell a specified number of ordinary shares at a stipulated price. If the broker-dealer is unable to sell the ordinary shares acting as agent for a selling shareholder, it may purchase as principal any unsold securities at the stipulated price. Broker-dealers who acquire ordinary shares as principals may thereafter resell the ordinary shares from time to time in transactions on any stock exchange or automated interdealer quotation system on which the ordinary shares are then listed, at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above. A selling shareholder may also enter into hedging and/or monetization transactions. For example, a selling shareholder may: • enter into transactions with a broker-dealer or affiliate of a broker-dealer or other third party in connection with which that other party will become a selling shareholder and engage in short sales of our ordinary shares under this prospectus, in which case the other party may use ordinary shares received from the selling shareholder to close out any short position; • sell short our ordinary shares under this prospectus and use ordinary shares held by the selling shareholder to close out any short position;
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