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, By: Name: Title: By: Name: Xxxx X. Xxxxxxx Title: President and COO 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].
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.
Explain the prospects for settlement and whether the parties are interested in Case Evaluation (see Local Rule 16.3) or other methods of alternate dispute resolution.
Any offer that is a written communication relating to the Securities made prior to the initial filing of the Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c)) has been filed with the Commission in accordance with the exemption provided by Rule 163 under the Securities Act and otherwise complied with the requirements of Rule 163 of the Securities Act, including without limitation the legending requirement.
Any offer that is a written communication relating to the Shares made prior to the initial filing of the Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the Securities Act) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the Securities Act and otherwise complied with the requirements of Rule 163 of the Securities Act, including without limitation the legending requirement.
The Plan is intended to comply in all respects with Rule 16.3 (or its successor) under the Exchange Act and shall be construed accordingly.
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 Ladenburg 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. 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 several Underwriters. Very truly yours, Freescale Semiconductor, Ltd. By: /s/ Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Title: Treasurer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxxx, Xxxxx & Co. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. By: Xxxxxxx, Sachs & Co. By: /s/ Xxxxxxx, Xxxxx & Co. Name: Xxxxxxx Xxxxxx Title: Managing Director By: Citigroup Global Markets Inc. By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director, Head of Semiconductor Investment Banking By: Credit Suisse Securities (USA) LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director By: Deutsche Bank Securities Inc. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Director For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. Underwriters Number of Underwritten Securities to be Purchased Xxxxxxx, Xxxxx & Co. 6,650,000 Citigroup Global Markets Inc. 6,650,000 Credit Suisse Securities (USA) LLC 6,650,000 Deutsche Bank Securities Inc. 6,650,000 Barclays Capital Inc. 2,800,000 X.X. Xxxxxx Securities LLC 2,800,000 Xxxxxx Xxxxxxx & Co. LLC 2,800,000 Total . 35,000,000 Company Jurisdiction of Organization Freescale Semiconductor Holdings II, Ltd. Bermuda Freescale Semiconductor Holdings III, Ltd. Bermuda Freescale Semiconductor Holdings IV, Ltd. Bermuda Freescale Semiconductor Holdings V, Inc. Delaware / USA Freescale Semiconductor, Inc. Delaware / USA Freescale Semiconductor Malaysia Sdn Bhd. Malaysia Freescale Semiconductor Danmark A/S Denmark Freescale Semiconductor Holding Limited British Virgin Islands Freescale Semiconductor (China) Limited China Providence China Holdings Limited Hong Kong Freescale Semiconductor Holding UK Limited United Kingdom
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. 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.
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/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx 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 7th Street, LLC Delaware California