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 SCHEDULE 1 __________________________ Form of Placement Notice __________________________ 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 amo...
Examples of Rule 172 in a sentence
The Company, during the period when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the Securities Act, 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 Exchange Act Regulations.
The Company will furnish to each Underwriter, without charge, during the period when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172, would be) required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request.
As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Shares by any Underwriter or dealer.
During any period when the delivery of a prospectus relating to the ADSs 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 Company, during any period when the Prospectus is required to be delivered under the Securities Act and the Exchange Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), 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.
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 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 401”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”, “Rule 433”, “Rule 456”, “Rule 457” and “Rule 462” refer to such rules under the Act.
Rule 172 means Rule 172 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.
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 SCHEDULE I Schedule of Free Writing Prospectuses included in the Disclosure Package None. SCHEDULE II Subsidiaries Name Jurisdiction of Formation/Incorporation Foreign Qualifications 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 0xx Xxxxxx, LLC Delaware California SCHEDULE III
Rule 172. “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B”, “Rule 433” “Rule 456”, “Rule 457” and “Rule 462(b)” 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 between the Company and the Agent. Very truly yours, ARLINGTON ASSET INVESTMENT CORP. By: /s/ Xxxx X. Xxxxxxxxxx Name: Xxxx X. Xxxxxxxxxx Title: Chief Financial Officer The foregoing Agreement is hereby confirmed and accepted as of the date first written above. MLV & Co. LLC By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: President SCHEDULE I Schedule of Free Writing Prospectuses included in the Disclosure Package None. ANNEX I ARLINGTON ASSET INVESTMENT CORP. Class A Common Stock TERMS AGREEMENT , 20 MLV & Co. LLC 1251 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Arlington Asset Investment Corp. (the “Company”) proposes, subject to the terms and conditions stated herein and in the Equity Distribution Agreement, dated May 24, 2013 (the “Equity Distribution Agreement”), between the Company and MLV & Co. LLC to issue and sell to MLV & Co. LLC, the securities specified in the Schedule I hereto (the “Purchased Shares”) Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by MLV & Co. LLC, as agent of the Company, of offers to purchase securities is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Terms Agreement, except that each representation and warranty in Section 2 of the Equity Distribution Agreement which makes reference to the Prospectus (as therein defined) shall be deemed to be a representation and warranty as of the date of the Equity Distribution Agreement in relation to the Prospectus, and also a representation and warranty as of the date of this Terms Agreement in relation to the Prospectus as amended and supplemented to relate to the Purchased Shares. An amendment to the Registration Statement (as defined in the Equity Distribution Agreement), or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares, in the form heretofore delivered ...