Well-Known Seasoned Issuer definition

Well-Known Seasoned Issuer means a well-known seasoned issuer, as defined in Rule 405.

Well-Known Seasoned Issuer means a well-known seasoned issuer, as defined in Rule 405. 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 among the Company and the Operating Partnership and the several Underwriters. Very truly yours, DIGITAL REALTY TRUST, INC. By: /s/ A. Xxxxxxx Xxxxx Name: A. Xxxxxxx Xxxxx Title: Chief Executive 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 Executive Officer [Signature Page to Underwriting Agreement] The foregoing Agreement is hereby confirmed and accepted as of the date first written above. CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxxx Title: MD XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Som Xxxxxxxxxxxxx Name: Som Xxxxxxxxxxxxx Title: Vice President For themselves and the other several Underwriters, named in Schedule I to the foregoing Agreement. SCHEDULE I Underwriters Principal Amount of Securities to be Purchased Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 85,000,000 Citigroup Global Markets Inc. $ 85,000,000 X.X. Xxxxxx Securities LLC $ 85,000,000 RBC Capital Markets, LLC $ 57,500,000 U.S. Bancorp Investments, Inc. $ 57,500,000 SMBC Nikko Securities America, Inc. $ 40,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. $ 40,000,000 Mitsubishi UFJ Securities (USA), Inc. $ 25,000,000 Scotia Capital (USA) Inc. $ 25,000,000 TOTAL $ 500,000,000 SCHEDULE II Underwriting Agreement dated June 18, 2015 Registration Statement Nos. 333-203535 and 000-000000-00 Representatives: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc. and X.X. Xxxxxx Securities LLC Title, Purchase Price and Description of Securities: Title: 3.950% Notes Due 2022 Principal amount: $500,000,000 Purchase price (include accrued interest or amortization, if any): 98.611% Sinking fund provisions: Not applicable. Redemption provisions: At any time up to, but not including, May 1, 2022 (two months prior to the maturity date), at a make-whole redemption price based on U.S. Treasury + 30 basis points. At any time on or after May 1, 2022 (two months prior to the maturity date), at par, plus accrued and unpaid interest up to, but not including, the re...

Well-Known Seasoned Issuer means a “well-known seasoned issuer” as defined in Rule 405 promulgated under the Securities Act and which (i) is a “well-known seasoned issuer” under paragraph (1)(i)(A) of such definition or (ii) is a “well-known seasoned issuer” under paragraph (1)(i)(B) of such definition and is also eligible to register a primary offering of its securities relying on General Instruction I.B.1 of Form S-3 or Form F-3 under the Securities Act.

Examples of Well-Known Seasoned Issuer in a sentence

• Demand Registrations shall be on (i) Form S-1 or any similar long-form registration, (ii) Form S-3 or any similar short form registration, if such short form registration is then available to the Corporation, or (iii) Form S-3ASR if the Corporation is, at the time a Demand is made, a Well-Known Seasoned Issuer, in each case, reasonably acceptable to the Requesting Stockholders holding a majority of the Registrable Securities included in the applicable Demand Registration.

• Further, upon the Company becoming a Well-Known Seasoned Issuer, the Company shall, as promptly as practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Shares in accordance with the terms of this Agreement.

• If the Company is not a Well-Known Seasoned Issuer, within twenty (20) days after a written request by one or more Holders of Registrable Securities to register for resale any additional Registrable Securities owned by such Holders, the Company shall file a Registration Statement substantially similar to the Shelf then effective, if any (each, a “Follow-On Shelf”), to register for resale such Registrable Securities.

• In the basic model, this is precisely when the resource stock would also be completely exhausted.

• The SEC frequently grants waivers that permit settling defendants to avoid automatic disqualifications from the use of Well-Known Seasoned Issuer (WKSI) status, the safe harbor for forward-looking statements, and exemptions from securities registration requirements.

More Definitions of Well-Known Seasoned Issuer

Well-Known Seasoned Issuer has the meaning set forth in Rule 405 promulgated by the SEC pursuant to the Securities Act.

Well-Known Seasoned Issuer shall have the meaning set forth in Rule 405 (or any successor provision) of the Securities Act.

Well-Known Seasoned Issuer means a “well-known seasoned issuer” as defined in Rule 405 (or successor rule) promulgated under the Securities Act.

Well-Known Seasoned Issuer shall have the meaning set forth in Rule 405 under the Act.

Well-Known Seasoned Issuer means a “well-known seasoned issuer” as defined in Rule 405 promulgated under the Securities Act (or any successor rule then in effect) and which (i) is a “well-known seasoned issuer” under paragraph (1)(i)(A) of such definition or (ii) is a “well-known seasoned issuer” under paragraph (1)(i)(B) of such definition and is also eligible to register a primary offering of its securities relying on General Instruction I.B.1 of Form S-3 or Form F-3 under the Securities Act.

Well-Known Seasoned Issuer means 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.

Well-Known Seasoned Issuer means a “well-known seasoned issuer” as defined in Rule 405 promulgated under the Securities Act and which (a) (i) is a “well-known seasoned issuer” under paragraph (1)(i)(A) of such definition or (ii) is a “well-known seasoned issuer” under paragraph (1)(i)(B) of such definition and is also eligible to Register a primary offering of its securities relying on General Instruction I.B.1 of Form S-3 under the Securities Act and (b) is not an “ineligible issuer” as defined in Rule 405 promulgated under the Securities Act.