Rule 462 Registration Statement shall have the meaning ascribed to such term in Section 3.1(f).
Rule 462 Registration Statement has the meaning set forth in Section 3.01.
Rule 462 Registration Statement means any registration statement filed with the Commission pursuant to Rule 462(b) of the Regulations including the Registration Statement and any prospectus incorporated therein at the time such Registration Statement becomes effective. For purposes hereof, "Rules and Regulations" mean the rules and regulations adopted by the Commission under either the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable.
Examples of Rule 462 Registration Statement in a sentence
If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.
If the Company files a registration statement to register a portion of the Securities and relies on Rule 462(b) of the Securities Act and the rules and regulations thereunder for such registration statement to become effective upon filing with the Commission (the “Rule 462 Registration Statement”), then any reference to the “Registration Statement” shall be deemed to include the Rule 462 Registration Statement, as amended from time to time.
No stop order suspending the effectiveness of the Registration Statement or any Rule 462 Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are threatened by the Commission.
The Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto have been declared effective by the Commission under the Act or have become effective pursuant to Rule 462 of the Rules and Regulations.
If the Company has elected to rely upon Rule 462(b) of the Rules and Regulations to increase the size of the offering registered under the Act and the Rule 462(b) Registration Statement has not yet been filed and become effective, the Company will prepare and file the Rule 462 Registration Statement with the Commission within the time period required by, and otherwise in accordance with the provisions of, Rule 462(b) and the Act.
More Definitions of Rule 462 Registration Statement
Rule 462 Registration Statement means any registration statement prepared by the Company registering additional Securities, which was filed with the Commission on or prior to the time at which sales of the Securities were confirmed and became automatically effective pursuant to Rule 462(b) promulgated by the Commission pursuant to the Securities Act.
Rule 462 Registration Statement means a registration statement and any amendments thereto filed pursuant to Rule 462 relating to the offering covered by the initial registration statement.
Rule 462 Registration Statement has the meaning ascribed to such term on the second page of this Agreement;
Rule 462 Registration Statement means an abbreviated registration statement to register additional Securities pursuant to Rule 462(b) under the Act (including the exhibits thereto).
Rule 462 Registration Statement means a registration statement and any amendments thereto filed pursuant to Rule 462 relating to the offering covered by the Registration Statement. 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 Teekay Parties and the several Underwriters. Very truly yours, Teekay Offshore Partners L.P. By: Teekay Offshore GP L.L.C., its general partner By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Executive Officer and Chief Financial Officer Teekay Offshore GP L.L.C. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Executive Officer and Chief Financial Officer Teekay Offshore Finance Corp. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: President, Director & Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first written above. Sterne, Agee & Xxxxx, Inc. DNB Markets, Inc. By: Sterne, Agee & Xxxxx, Inc. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Head of Investment Banking Division By: DNB Markets, Inc. By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I Underwriters Principal Amount of Initial Notes to be Purchased Sterne, Agee & Xxxxx, Inc. $ 116,875,000 DNB Markets, Inc. 116,875,000 ABN AMRO Securities (USA) LLC 13,750,000 Xxxxxxx Xxxxx & Associates, Inc. 13,750,000 Scotia Capital (USA) Inc. 13,750,000 Total $ 275,000,000 Principal amount of Initial Notes to be issued and sold by the Issuers to institutional investors: $203,393,000 Principal amount of Initial Notes to be issued and sold by the Issuers to retail investors: $71,607,000 Principal amount of Option Notes, if any, to be issued and sold by the Issuers to institutional investors: up to $41,250,000 Principal amount of Option Notes, if any, to be issued and sold by the Issuers to retail investors: $0 Price to Underwriters for Notes sold to institutional investors: 98.25% of the principal amount Price to Underwriters for Notes sold to retail investors: 97.20% of the principal amount SCHEDULE II Operating Subsidiaries and Ownership
Rule 462 Registration Statement means a registration statement and any amendments thereto filed pursuant to Rule 462 relating to the offering covered by the Registration Statement. 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 Teekay Parties and the several Underwriters. Very truly yours, Teekay Offshore Partners L.P. By: Teekay Offshore GP L.L.C., its general partner By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Executive Officer and Chief Financial Officer Teekay Offshore GP L.L.C. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Chief Executive Officer and Chief Financial Officer Teekay Offshore Finance Corp. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: President, Director & Secretary The foregoing Agreement is hereby confirmed and accepted as of the date first written above. Sterne, Agee & Xxxxx, Inc. DNB Markets, Inc. By: Sterne, Agee & Xxxxx, Inc. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Head of Investment Banking Division By: DNB Markets, Inc. By: /s/ Xxx Xxxx Name: Xxx Xxxx Title: Managing Director For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. Sterne, Agee & Xxxxx, Inc. $ 116,875,000 DNB Markets, Inc. 116,875,000 ABN AMRO Securities (USA) LLC 13,750,000 Xxxxxxx Xxxxx & Associates, Inc. 13,750,000 Scotia Capital (USA) Inc. 13,750,000 Total $ 275,000,000 Principal amount of Initial Notes to be issued and sold by the Issuers to institutional investors: $203,393,000 Principal amount of Initial Notes to be issued and sold by the Issuers to retail investors: $71,607,000 Principal amount of Option Notes, if any, to be issued and sold by the Issuers to institutional investors: up to $41,250,000 Principal amount of Option Notes, if any, to be issued and sold by the Issuers to retail investors: $0 Price to Underwriters for Notes sold to institutional investors: 98.25% of the principal amount Price to Underwriters for Notes sold to retail investors: 97.20% of the principal amount
Rule 462 Registration Statement means a registration statement and any amendments thereto filed pursuant to Rule 462) relating to the offering covered by the initial registration statement. _______________, 2002 Page 25 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 Selling Stockholders and the several Underwriters. Very truly yours, HIBBETT SPORTING GOODS, INC. By: _____________________________________ Name: ___________________________________ Title: __________________________________ SELLING STOCKHOLDERS: By: _____________________________________ As Attorney-in-Fact acting on behalf of the Selling Stockholders named in Schedule II hereto The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [UNDERWRITER] By: ________________________________ Name: Title: For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. SCHEDULE I ----------