Rule 163. “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.
Rule 163. “Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 424(b),” “Rule 430B,” and “Rule 433” refer to such rules under the Securities Act Regulations. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by MLV outside of the United States. If the foregoing correctly sets forth the understanding between the Company and MLV, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and MLV. Very truly yours, GREENHUNTER ENERGY, INC. By: Name: Title: ACCEPTED as of the date first-above written: MLV & CO. LLC By: Name: Xxxx X. Xxxxxxx Title: President and COO SCHEDULE 1 FORM OF PLACEMENT NOTICE From: GreenHunter Energy, Inc. To: MLV & Co. LLC Attention: Xxxxxxx XxXxxxxx Subject: At Market Issuance—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the At Market Issuance Sales Agreement between GreenHunter Energy, Inc., a Delaware corporation (the “Company”) and MLV & Co. LLC (“MLV”), dated [—], 2012, the Company hereby requests that MLV sell up to of the Company’s [Series C Preferred Shares] [Common Stock], $0.001 par value per share, at a minimum market price of $ per share, during the time period beginning [month, day, time] and ending [month, day, time]. SCHEDULE 2
Examples of Rule 163 in a sentence
Any written communication that was an offer relating to the Securities made by the Company or any person acting on its behalf (within the meaning, for this sentence only, of Rule 163(c)) prior to the filing of the Registration Statement has been filed with the Commission in accordance with Rule 163 and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163.
More Definitions of Rule 163
Rule 163. “Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424(b),” “Rule 430B,” and “Rule 433” refer to such rules under the Securities Act. All references in this Agreement to financial data, statements and schedules, statistical and market-related data and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial data, statements and schedules, statistical and market-related data and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Securities by Placement Agent outside of the United States.
Rule 163. “Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424(b),” “Rule 430B,” “Rule 433” and “Rule 462(b)” refer to such rules under the Securities Act. All references in this Agreement to financial statements and schedules, statistical and market-related data and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules, statistical and market-related data and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Securities by the Placement Agent outside of the United States.
Rule 163. “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”, and “Rule 433” refer to such rules under the Act. “Rule 462(b) Registration Statement” shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof.
Rule 163. “Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424(b),” “Rule 430B,” and “Rule 433” refer to such rules under the Securities Act Regulations. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Securities by Xxxxx Fargo Securities outside of the United States.
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. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Vice President SCHEDULE I Schedule of Free Writing Prospectuses included in the Disclosure Package None. SCHEDULE II Subsidiaries Name Jurisdiction of Formation/Incorporation Foreign Qualifications 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 SCHEDULE III
Rule 163. “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, the Selling Stockholder and the several Underwriters. Very truly yours, Communications Sales & Leasing, Inc. By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: President and Chief Executive Officer Citigroup Global Markets, Inc. as Selling Stockholder By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Managing Director The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. By: /s/ Xxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxx Title: Managing Director For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Underwriters Number of Underwritten Securities to be Purchased Citigroup Global Markets Inc. 4,410,195 X.X. Xxxxxx Securities LLC 933,716 Barclays Capital Inc. 933,716 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 933,716 BNP Paribas Securities Corp. 933,716 Credit Suisse Securities (USA) LLC 933,716 Deutsche Bank Securities Inc. 933,716 Xxxxxxx, Sachs & Co. 933,716 Xxxxxx Xxxxxxx & Co. LLC 933,716 RBC Capital Markets 933,716 SunTrust Xxxxxxxx Xxxxxxxx Inc. 933,716 Xxxxx Fargo Securities, LLC 933,716 Total 14,681,071 SCHEDULE II Selling Stockholder: Number of Underwritten Securities to be Sold Citigroup Global Markets, Inc. 14,681,071 Total 14,681,071 SCHEDULE III Schedule of Free Writing Prospectuses included in the Disclosure Package None SCHEDULE IV Lock-Up Signatories Xxxxxxxx X. Banner Xxxxxxx X. “Skip” Xxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxx X. Xxxxx Xxxxxxxxxxx Xxxxx X. Xxxxxxx Xxxx X. Xxxxxxx EXHIBIT A Form of Lock-Up Agreement [CS&L Letterhead] Communications Sales & Leasing, Inc. Public Offering of Common Stock [·], 2016 Citigroup Global Markets Inc. As Representative of the several Underwriters, c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among Communications Sales & Leasing, Inc. a Maryland corporation (the “Company”), Citigroup Global Markets, Inc. as the selling stockholder and ...