Rule 164 definition

Rule 164. “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433refer to such rules under the Act.
Rule 164. “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 424(b),” “Rule 430B,” and “Rule 433refer to such rules under the Securities Act Regulations.
Rule 164Rule 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 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, By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Chief Financial Officer ACCEPTED as of the date first-above written: By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Global Head of Investment Banking From: Portage Biotech 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 Portage Biotech Inc., a British Virgin Islands company (the "Company"), and Cantor Xxxxxxxxxx & Co. ("Agent"), dated February 24, 2021, the Company hereby requests that the Agent sell up to [•] of the Company's common stock, no 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 shall pay to the Agent in ca...

Examples of Rule 164 in a sentence

  • The Recipient shall set forth in Appendix D of this Agreement a description of the manner or mechanisms of providing its local share of Project funds pursuant to division (D) of Section 164.05 of the Revised Code and Rule 164- 1-21 (B)(6) of the Administrative Code.

  • 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 a 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 Underwriter 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 a 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.


More Definitions of Rule 164

Rule 164. “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 424(b),” “Rule 430B,” and “Rule 433refer 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 457refer 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 173,” “Rule 405,” “Rule 424(b),” “Rule 431B,” “Rule 433” and “Rule 462(b)” refer to such rules under the 1933 Act.
Rule 164. “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 424(b),” “Rule 430B,” and “Rule 433refer 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 172”, “Rule 401”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”, “Rule 433”, “Rule 456”, “Rule 457” and “Rule 462refer to such rules under the Act.
Rule 164. “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 424(b),” “Rule 430A,” “Rule 430B,” and “Rule 433refer to such rules under the Securities Act. 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/ Rxxx Xxxxx Name: Rxxx Xxxxx Title: Chief Financial Officer By: /s/ Pxxxxxx XxXxxxxx Name: Pxxxxxx XxXxxxxx Title: Chief Executive Officer SCHEDULE 1 From: Emerald Oil, Inc. To: [MLV & Co. LLC Attention: Pxxxxxx XxXxxxxx] Subject: At-The-Market Issuance – Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the At-The-Market Issuance Sales Agreement between Emerald Oil, Inc., a Delaware corporation (the “Company”), and MLV & Co. LLC (“MLV”), dated April ____, 2015, the Company hereby requests that MLV sell up to ____________ shares of the Company’s Common Stock, par value $0.001 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 The Company shall pay to MLV in cash, upon each sale of Placement Shares pursuant to this Agreement, an amount equal to up to 3% of the gross proceeds from each sale of Placement Shares. SCHEDULE 3 MxXxxxxx Rudisill mxxxxxxx.xxxxxxxx@xxxxxxxxxx.xxx Rxxx Xxxxx rxxx.xxxxx@xxxxxxxxxx.xxx Mxxxx Xxxxxxxx mxxxx.xxxxxxxx@xxxxxxxxxx.xxx Jxxxx Xxxxxxxx jxxxx.xxxxxxxx@xxxxxxxxxx.xxx Rxxxx Xxxxxxxxx rxxxxxxxxx@xxxxx.xxx Rxxx Xxxxxxx rxxxxxxx@xxxxx.xxx Pxxxxxx XxXxxxxx pxxxxxxxx@xxxxx.xxx Rxx Xxxxxx rxxxxxx@xxxxx.xxx SCHEDULE 4 Emerald WB LLC EOX Marketing LLC
Rule 164. “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430A” and “Rule 433refer 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.