Rule 165 Material means any written communication made in connection with or relating to the Exchange Offer in reliance on Rule 165 of the Securities Act, and filed by the Company with the Commission pursuant to Rule 425 under the Securities Act.
Rule 165 Material means any written communication made in connection with or relating to the Exchange Offers in reliance on Rule 165 of the Securities Act, and required to be filed by the AMB REIT or the AMB Operating Partnership with the Commission pursuant to Rule 425 under the Securities Act. “Securities Act” shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. “Significant Subsidiary” shall mean the subsidiaries of the AMB REIT, the AMB Operating Partnership and ProLogis listed in Schedule B hereto. “U.S.” or the “United States” shall mean the United States of America. “you” or “your” shall mean Citigroup Global Markets Inc. and RBS Securities Inc. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement between the AMB REIT, AMB Operating Partnership, ProLogis and the Dealer Managers. Very truly yours, AMB PROPERTY CORPORATION By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer AMB PROPERTY L.P. By: AMB PROPERTY CORPORATION, its sole general partner By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer PROLOGIS By /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Senior Vice President and Treasurer Dealer Manager Agreement The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. RBS Securities Inc. By: Citigroup Global Markets Inc., as Dealer Manager By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President By: RBS Securities Inc., as Dealer Manager By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director Dealer Manager Agreement Schedule A Dealer Manager Fee The Fee paid to Citigroup Global Markets Inc. and RBS Securities Inc., as Dealer Managers, shall be equal to the sum of (1) 0.15% of the aggregate principal amount of New Notes for which Existing Notes are exchanged in the Exchange Offers and (2) 0.10% of the aggregate principal amount of New Exchangeable Notes for which Existing Convertible Notes are exchanged in the Exchange Offers, payable on the Exchange Date. Of the fees payable, the AMB REIT and the AMB Operating Partnership shall pay 70% to Citigroup Global Markets Inc. and 30% to RBS Securities Inc. Capitalized terms used, but not defined, herein shall have the mean...
Rule 165 Material means any written communication made in connection with or relating to the Exercise and the Consent Solicitation in reliance on Rule 165 of the Securities Act, and filed by the Company with the Commission pursuant to Rule 425 under the Securities Act.
Examples of Rule 165 Material in a sentence
The AMB REIT and the AMB Operating Partnership shall prepare such other Offering Documents and will file all Offering Documents with the Commission to the extent required by the Securities Act and the Exchange Act, as applicable, including all Rule 165 Material and a final prospectus relating to the Registration Statement in accordance with Rule 424(b).
More Definitions of Rule 165 Material
Rule 165 Material means any written communication made in connection with or relating to the Exchange Offers in reliance on Rule 165 of the Securities Act, and required to be filed by the AMB REIT or the AMB Operating Partnership with the Commission pursuant to Rule 425 under the Securities Act. “Securities Act” shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. “Significant Subsidiary” shall mean the subsidiaries of the AMB REIT, the AMB Operating Partnership and ProLogis listed in Schedule B hereto. “U.S.” or the “United States” shall mean the United States of America. “you” or “your” shall mean Citigroup Global Markets Inc. and RBS Securities Inc. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement between the AMB REIT, AMB Operating Partnership, ProLogis and the Dealer Managers. Very truly yours, AMB PROPERTY CORPORATION By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer AMB PROPERTY L.P. By: AMB PROPERTY CORPORATION, its sole general partner By /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Chief Financial Officer PROLOGIS By /s/ Xxxxxx X. Xxxxxx, Xx. Name: Xxxxxx X. Xxxxxx, Xx. Title: Senior Vice President and Treasurer Dealer Manager Agreement The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Citigroup Global Markets Inc. RBS Securities Inc. By: Citigroup Global Markets Inc., as Dealer Manager By /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxx X. Xxxxxxxxx Title: Vice President By: RBS Securities Inc., as Dealer Manager By /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director Dealer Manager Agreement Schedule A Dealer Manager Fee The Fee paid to Citigroup Global Markets Inc. and RBS Securities Inc., as Dealer Managers, shall be equal to the sum of (1) 0.15% of the aggregate principal amount of New Notes for which Existing Notes are exchanged in the Exchange Offers and (2) 0.10% of the aggregate principal amount of New Exchangeable Notes for which Existing Convertible Notes are exchanged in the Exchange Offers, payable on the Exchange Date. Of the fees payable, the AMB REIT and the AMB Operating Partnership shall pay 70% to Citigroup Global Markets Inc. and 30% to RBS Securities Inc. Capitalized terms used, but not defined, herein shall have the mean...
Rule 165 Material means any written communication made in connection with or relating to the Exercise and the Consent Solicitation in reliance on Rule 165 of the Securities Act, and filed by the Company with the Commission pursuant to Rule 425 under the Securities Act.