Rule 164 definition
Rule 164. “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.
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. For the purposes of clarity, any financial information that is furnished by the Company shall not be deemed incorporated by reference in the Registration Statement or the Prospectus. 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 the Agent outside of the United States. If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, CYCLACEL PHARMACEUTICALS, INC. By: /s/ Xxxx XxXxxxxx Name:Xxxx XxXxxxxx Title:EVP, Finance, Chief Financial Officer and Chief Operating officer ACCEPTED as of the date first-above written: CANTOR XXXXXXXXXX & CO. By: /s/ Xxxx Xxxxx Name:Xxxx Xxxxx Title:Global Head of Investment Banking From: Cyclacel Pharmaceuticals, Inc. To: Cantor Xxxxxxxxxx & Co. Attention: [•] Subject: Placement Notice Date:[•], 20[•] Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Cyclacel Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Cantor Xxxxxxxxxx & Co. (“Agent”), dated Augu...
Examples of Rule 164 in a sentence
In the event that the Placement Agent expressly consents in writing to any such free writing prospectus (a “Permitted Free Writing Prospectus”), the Company covenants that it shall (i) treat each Permitted Free Writing Prospectus as an Company Free Writing Prospectus, and (ii) comply with the requirements of Rule 164 and 433 of the Securities Act applicable to such Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
In the event that the Placement Agent expressly consents in writing to any such free writing prospectus (a “Permitted Free Writing Prospectus”), the Company covenants that it shall (i) treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) comply with the requirements of Rule 164 and 433 of the Securities Act applicable to such Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.
The Operating Partnership has at all relevant times met, meets and will at all relevant times meet the requirements of Rule 164 for the use of the free writing prospectus (as defined in Rule 405) set forth on Exhibit C in connection with the offering contemplated hereby.
More Definitions of Rule 164
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. 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: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title:Chief Financial Officer By: /s/ Xxxxxxx XxXxxxxx Name: Xxxxxxx XxXxxxxx Title: Chief Executive Officer From: NephroGenex, 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 NephroGenex, Inc., a Delaware corporation (the “Company”), and MLV & Co. LLC (“MLV”), dated August 7, 2015, the Company hereby requests that MLV sell up to [ ] shares of the Company’s 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]. [The Company may include such other sales parameters as it deems appropriate.]
Rule 164. “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”, “Rule 433,” “Rule 456” and “Rule 457” refer to such rules or regulation under the Act. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be; and any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus or the Final Prospectus, as the case may be, deemed to be incorporated therein by reference. “Well-Known Seasoned Issuer” shall mean a well-known seasoned issuer as defined in Rule 405, and “electronic road show” means a road show as defined in Rule 433 that is a written communication transmitted by graphic means prepared by or approved for use by the Company and the Representatives in connection with the offering of the Securities.
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 EXXXX; 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 EXXXX; 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 the Agent outside of the United States. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent. Very truly yours, PROQR THERAPEUTICS N.V. By: /s/ Dxxxxx xx Xxxx Name: Dxxxxx xx Xxxx Title: CEO ACCEPTED as of the date first-above written: Cantor Fxxxxxxxxx & Co. By: /s/ Sxxx Xxxxx Name: Sxxx Xxxxx Title: Head of Investment Banking From: ProQR Therapeutics N.V. To: Cantor Fxxxxxxxxx & Co. 400 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Capital Markets Subject: Placement Notice Date: [●], 202[1] Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between ProQR Therapeutics N.V., a Dutch public company with limited liability (the “Company”) and Cantor Fxxxxxxxxx & Co. (the “Agent”), dated November 4, 2021, the Company hereby requests that the Agent sell up to $75.0 million of the Company’s ordinary shares, nominal value €0.04 per share, at a minimum market price of $[●] per share, duri...
Rule 164. “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430A” and “Rule 433” refer to such rules under the Act as applicable to registration statements subject to Schedule B under the Act in accordance with the Release and, to the extent any such rule is not directly applicable, mean the provisions thereunder as made applicable by the Release.
Rule 164. “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”, “Rule 433”, “Rule 436”, “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 Company and the several Underwriters. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among the Underwriters, the form of which shall be submitted to the Company for examination, upon request, but without warranty on your part as to the authority of the signers thereof. Very truly yours, Genesee & Wyoming Inc. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: General Counsel and Secretary The foregoing Agreement is hereby confirmed and accepted as of the date hereof. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Loli Wu Name: Loli Wu Title: Managing Director By: Citigroup Global Markets Inc. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director By: X.X. Xxxxxx Securities LLC By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Executive Director Acting severally on behalf of themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 933,334 Citigroup Global Markets Inc. 933,333 X.X. Xxxxxx Securities LLC 933,333 BB&T Capital Markets, a division of BB&T Securities, LLC 160,000 BMO Capital Markets Corp. 160,000 MUFG Securities Americas Inc. 160,000 TD Securities (USA) LLC 160,000 Xxxxx Fargo Securities, LLC 160,000 Xxxxx and Company, LLC 80,000 Xxxxxxx Xxxxx & Associates, Inc. 80,000 Xxxxxxxx Inc. 80,000 Xxxxxx, Xxxxxxxx & Company, Incorporated. 80,000 WR Securities, LLC 80,000 Total 4,000,000 None.