Rule 172 definition
Rule 172. “Rule 173”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.
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 the Agents outside of the United States. [Signature Page Follows] If the foregoing correctly sets forth the understanding between the Company and each Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company and each of the Agents. Very truly yours, SPECTRUM PHARMACEUTICALS, INC. By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial 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 X.X. XXXXXXXXXX & CO., LLC By: /s/ Xxxx X. Viklund Name: Xxxx X. Viklund Title: Chief Executive Officer X. XXXXX FBR, INC. By: /s/ Xxxxxxx XxXxxxxx Name: Xxxxxxx XxXxxxxx Title: Co-Head Investment Banking From: Spectrum Pharmaceuticals, Inc. To: [Designated Agent] (the “Designated Agent”) Attention: [•] Subject: Placement Notice Date: [•], 201[•] Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement among Spectrum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Cantor Xxxx...
Examples of Rule 172 in a sentence
We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
During any period in which the Prospectus relating to the Placement Shares is required to be delivered by the Agent under the Securities Act with respect to the offer and sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or a similar rule), the Company will use its commercially reasonable efforts to cause the Placement Shares to be listed on Nasdaq.
During any period when the delivery of a prospectus relating to the Shares is required (including in circumstances where such requirement may be satisfied pursuant to Rule 172, 173 or any similar rule) to be delivered under the Act, the Company will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and the regulations thereunder.
The Registration Statement, at the Execution Time, each such time this representation is repeated or deemed to be made, and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172, 173 or any similar rule) in connection with any offer or sale of the Shares, meets the requirements set forth in Rule 415(a)(1)(x).
More Definitions of Rule 172
Rule 172 means Rule 172 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
Rule 172. “Rule 497,” “Rule 430A,” “Rule 433” and “Rule 462(b)” refer to such rules under the 1933 Act.
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 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 Company, the Guarantor and the several Underwriters. VERY TRULY YOURS, GLAXOSMITHKLINE CAPITAL plc By: Name: Title: GSK plc By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date specified in Schedule I hereto. [ ] By: Name: Title: For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Underwriting Agreement dated [ ] Registration Statement Nos. 333-[ ] Representatives: [ ] Title, Purchase Price and Description of Securities: Title: [ ] Principal amount: $[ ] Purchase price (include accrued interest or amortization, if any): $[ ] Sinking fund provisions: [ ] Redemption provisions: [ ] Other provisions: As described in the applicable prospectus supplement referred to in this Agreement. Closing Date, Time and Location: [ ] at [ ]a.m./p.m., simultaneously, at Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and 00 Xx Xxxx Xxx, London EC3A 8BE, United Kingdom Type of Offering: Non-delayed. Date referred to in Section 5(j) after which the Company and the Guarantor may offer or sell debt securities issued or guaranteed by the Company or the Guarantor without the consent of the Representatives: [ ]. [Names of Underwriters] Total $ Issuer: GlaxoSmithKline Capital plc Guarantor: GSK plc Principal Amount: $[•] Trade Date [•], 20[•] Maturity Date: [•], 20[•] Coupon: [•]% Interest Payment Dates: [•], commencing [•] Price to Public: [•]% Gross Proceeds to Issuer: $[•] Underwriting Discount and Commissions: [•]% Net Proceeds to Issuer: $[•] Benchmark Treasury: [•] Benchmark Treasury Yield: [•]% Spread to Benchmark Treasury: + [•]bp Yield to Maturity: [•]% Make-Whole Call: [•] CUSIP: [•] ISIN: [•] Expected Settlement Date: [•], 20[•]
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 or any Terms 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 IDEA; 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 IDEA; and all references in this Agreement or any Terms 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 Shares by [Agent] outside of the United States.
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 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
Rule 172. “Rule 401”, “Rule 415”, “Rule 416”, “Rule 424(b)(3)”, “Rule 429” and “Rule 461” mean Rule 144, Rule 144(k), Rule 172, Rule 401, Rule 415, Rule 416, Rule 424(b)(3), Rule 429 and Rule 461, respectively, each as promulgated by the SEC pursuant to the 1933 Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same effect as such Rule.