Rule 153 definition

Rule 153. “Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”, “Rule 433” “Rule 456”, “Rule 457” and “Rule 462(b)” refer to such rules under the Act.

Rule 153. “Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 174’, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” “Rule 433” and “Rule 456” refer to such rules under the Securities Act.

Rule 153. “Rule 158,” “Rule 163,” “Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 430B,” “Rule 433,” “Rule 456,” “Rule 457” and “Rule 462(b)” refer to such rules under the Act. 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 between the Company and the Agents. Very truly yours, By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Chief Executive Officer By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Chief Financial Officer, Chief Investment, Officer and Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first written above. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Head of Capital Markets By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Director Ladenburg Xxxxxxxx & Co. Inc. 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 MUFG Securities Americas Inc. 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Orchid Island Capital, Inc. (the “Company”) proposes, subject to the terms and conditions stated herein and in the Equity Distribution Agreement, dated July , 2016 (the “Equity Distribution Agreement”), between the Company, on one hand, and Ladenburg Xxxxxxxx & Co. Inc. and MUFG Securities Americas Inc., on the other hand, to issue and sell to Ladenburg Xxxxxxxx & Co. Inc. and MUFG Securities Americas Inc. the securities specified in the Schedule I hereto (the “Purchased Shares”). Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by Ladenburg Xxxxxxxx & Co. Inc. and MUFG Securities Americas Inc., as agents of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement, except that each representation and warranty in Section 2 of the Equity Distribution Agreement which makes reference to the Prospectus (as therein defined) shall be deemed to be a representation and warranty as of the date of the Equity Distribution Agreement in relation to the Prospectus, and also a representation and warranty as of the date of this Terms Agreement in relation to the Pr...

Examples of Rule 153 in a sentence

• During any period that a prospectus relating to the Shares is required to be delivered under the 1933 Act (whether physically, deemed to be delivered pursuant to Rule 153 or any similar rule), the Company will use its reasonable efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

• The Agent hereby covenants and agrees not to make any sales of the Shares on behalf of the Company other than (A) by means of ordinary brokers’ transactions that qualify for delivery of a Prospectus to NASDAQ in accordance with Rule 153 under the 1933 Act (such transactions are hereinafter referred to as “At the Market Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent.

• This Order is issued pursuant to Rule 153 (iii) of the General Financial Rules 2017.

• This Order is issued pursuant to Rule 153 (iii) of the General Financial Rules 2017 Public Procurement (Preference to Make in India), Order 2017 and Public procurement policy for micro and small enterprises (MSEs) as per guideline shall be applicable.

• The Agent hereby covenants and agrees not to make any sales of the Shares on behalf of the Company other than (A) by means of ordinary brokers’ transactions that qualify for delivery of a Prospectus to Nasdaq in accordance with Rule 153 under the 1933 Act (such transactions are hereinafter referred to as “At the Market Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent.

• RESOLVED FURTHER THAT consent of the members be and is accorded for ratification of the aforesaid related party transactions already entered into by the Company exceeding the threshold limits as specified in Rule 15(3) of the Companies (Meeting of Board and its Powers) Rules, 2014 and which are material in nature in terms of Clause 49(VII) of the Listing Agreement.

• The Registration Statement at each Representation Date, and at all times during which a prospectus is required by the Act to be delivered (whether physically deemed to be delivered pursuant to Rule 153 or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Shares, meets the requirements set forth in Rule 415(a)(1)(x).

• Sales of the Shares, if any, through the Agent acting as sales agent will be made by means of ordinary brokers’ transactions on the NYSE, for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act or, with the prior written consent of the Manager, otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.

• The Registration Statement, at the Execution Time, at each such time this representation is repeated or deemed to be made, and at all times during which a prospectus is required by the Act to be delivered (whether physically deemed to be delivered pursuant to Rule 153, or through compliance with Rule 172 or any similar rule) in connection with any offer or sale of Units, met or will meet the requirements set forth in Rule 415(a)(1)(x).

• The Committee will comprise seven members of the GMCA.2.2 Political Balance In appointing members of the Resources Committee the GMCA will act in accordance with Rule 15.3 of the GMCA Procedure Rules set out in Section A of Part 5 of this Constitution.

More Definitions of Rule 153

Rule 153. “Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 174”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” “Rule 433” and “Rule 456” refer to such rules under the Securities Act. 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 Transaction Entities and the Manager. Very truly yours, DIGITAL REALTY TRUST, INC. By: /s/ A. Xxxxxxx Xxxxx Name: A. Xxxxxxx Xxxxx Title: Chief Financial Officer and Chief Investment Officer DIGITAL REALTY TRUST, L.P. By: Digital Realty Trust, Inc., its general partner By: /s/ A. Xxxxxxx Xxxxx Name: A. Xxxxxxx Xxxxx Title: Chief Financial Officer and Chief Investment Officer The foregoing Agreement is hereby confirmed and accepted as of the date first written above. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director None. Digital Printers Square, LLC Delaware Illinois 200 Xxxx, LLC Delaware California Digital Xxxxxxx XX, LLC Delaware Virginia Digital Network Services, LLC Delaware Arizona Digital Lakeside, LLC Delaware Illinois GIP 0xx Xxxxxx, LLC Delaware California

Rule 153. “Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”, “Rule 433”, “Rule 456”, “Rule 457” and “Rule 462” refer to such rules under the Securities Act.

Rule 153. “Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” “Rule 433”, “Rule 456” and “Rule 457” refer to such rules under the Act. 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 Transaction Entities and the Manager. Very truly yours, By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: President and Chief Executive Officer LIBERTY PROPERTY LIMITED PARTNERSHIP By: Liberty Property Trust, its general partner By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: President and Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first written above. Citigroup Global Markets Inc. By: Citigroup Global Markets Inc. By: /s/ Xxxx Xxxxxxxxxxx Name: Xxxx Xxxxxxxxxxx Title: Director

Rule 153. “Rule 158”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act. 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 Manager. Very truly yours, By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Executive Officer and President The foregoing Agreement is hereby confirmed and accepted as of the date first written above. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director [DATE] KeyBanc Capital Markets, Inc. 000 Xxxxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000 Re: Federal Income Tax Considerations Ladies and Gentlemen: We have acted as special counsel to LTC Properties, Inc., a Maryland corporation (the “Company”), in connection with the at-the-market offering of up to $75 million of aggregate gross proceeds of common stock of the Company, par value $0.01 per share (the “Shares”), pursuant to a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) and declared effective on August 7, 2007 (File No. 333-143826) (as so filed and as amended, the “Registration Statement”), which contains a base prospectus (the “Base Prospectus”) and a prospectus supplement dated August 5, 2009, filed with the Commission pursuant to Rule 424(b) under the Act (the “Prospectus Supplement” together with the Base Prospectus, the “Prospectus”), and the Equity Distribution Agreement, dated as of August 5, 2009, between the Company and you (the “EDA”). Each of (i) the Base Prospectus, (ii) the Prospectus Supplement, and (iii) each document that the Company has identified as an “issuer free writing prospectus” (as defined in Rule 433 under the Act) and that is described on Schedule I to the EDA are collectively referred to as the “Disclosure Package”. References herein to the Registration Statement, the Prospectus or the Disclosure Package shall be deemed to include all documents incorporated or deemed to be incorporated by reference therein. Capitalized terms used herein but not defined have the meanings set forth in the EDA. You have requested our opinion concerning certain of the federal income tax consequences to the Company and the purchasers of the Shares in connection with the offering described above. This opini...