Common use of Prologis and the Clause in Contracts

Prologis and the. Issuer are each 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 Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Issuer or any person acting on the Issuer’s behalf (within the meaning, for this clause 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 date hereof (the “Execution Time”), each of Prologis and the Issuer 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 initially became effective within three years of the Execution Time; neither Prologis nor the Issuer has received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form; and neither Prologis nor the Issuer has otherwise ceased to be eligible to use the automatic shelf registration statement form.

Appears in 5 contracts

Samples: Underwriting Agreement (Prologis, L.P.), Underwriting Agreement (Prologis, L.P.), Underwriting Agreement (Prologis, L.P.)

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Prologis and the. Issuer are each 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 Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Issuer or any person acting on the Issuer’s behalf (within the meaning, for this clause only, of Rule 163(c) of under the Securities Act) made any offer relating to the Debt Securities in reliance on the exemption of Rule 163 of under the Securities Act, and (iv) as of the date hereof (the “Execution Time”), each of Prologis and the Issuer was and is a “well known seasoned issuer” as defined in Rule 405 of under the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of under the Securities Act, that initially became effective within three years of the Execution Time; neither Prologis nor the Issuer has received from the Commission any notice pursuant to Rule 401(g)(2) of under the Securities Act objecting to use of the automatic shelf registration statement form; and neither Prologis nor the Issuer has otherwise ceased to be eligible to use the automatic shelf registration statement form.

Appears in 1 contract

Samples: Underwriting Agreement (Prologis, Inc.)

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