Issuers Not Ineligible Issuers. (i) At the earliest time after the filing of the Registration Statement relating to the Notes that the Issuers or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities Act) and (ii) at the time of the most recent amendment thereto, if applicable, for the purposes of (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) determining compliance under Rule 405 of the Securities Act, the Issuers were not and neither are an Ineligible Issuer (as defined in Rule 405 of the Securities Act), without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that either Issuer be considered an Ineligible Issuer.
Appears in 3 contracts
Samples: Underwriting Agreement (Ventas Inc), Underwriting Agreement (Ventas Inc), Underwriting Agreement (Ventas Inc)
Issuers Not Ineligible Issuers. (i) At the earliest time after the filing of the Registration Statement relating to the Notes that the Issuers or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of under the Securities Act) and (ii) at the time of the most recent amendment thereto, if applicable, for the purposes of (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) determining compliance under with Rule 405 of under the Securities Act, the Issuers were not and neither are is an Ineligible Issuer (as defined in Rule 405 of under the Securities Act), without taking account of any determination by the Commission pursuant to Rule 405 of under the Securities Act that it is not necessary that either Issuer be considered an Ineligible Issuer.
Appears in 1 contract
Samples: Underwriting Agreement (Ventas Inc)
Issuers Not Ineligible Issuers. (i) At the earliest time after the filing of the Registration Statement relating to the Notes that the Issuers or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities Act) and (ii) at the time of the most recent amendment thereto, if applicable, for the purposes of (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) determining compliance under Rule 405 of the Securities Act, the Issuers were not and neither are an Ineligible Issuer (as defined in Rule 405 of the Securities Act), without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act that it is not necessary that either Issuer be considered an Ineligible Issuer.
Appears in 1 contract
Samples: Underwriting Agreement (Ventas Inc)
Issuers Not Ineligible Issuers. (i) At the earliest time after the filing of the Registration Statement relating to the Notes that the Issuers or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2)) of under the Securities Act) and (ii) at the time of the most recent amendment thereto, if applicable, for the purposes of (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) determining compliance under with Rule 405 of under the Securities Act, the Issuers were not and neither are an Ineligible Issuer (as defined in Rule 405 of under the Securities Act), without taking account of any determination by the Commission pursuant to Rule 405 of under the Securities Act that it is not necessary that either Issuer be considered an Ineligible Issuer.
Appears in 1 contract
Samples: Underwriting Agreement (Ventas Inc)