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 letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, XXXXXX HOLDINGS, INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: CFO The foregoing Agreement is xxxxxx confirmed and accepted as of the date first set forth above. By: XXXXXXX XXXXX, XXXXXX, XXXXXX & XXXXX INCORPORATED By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director For itself and the other several Underwriters named in Schedule I hereto. The foregoing Agreement is xxxxxx confirmed and accepted as of the date first set forth above. By: BNP PARIBAS SECURITIES CORP. By: /s/ XXX XXXXXX Name: XXX XXXXXX Title: MANAGING DIRECTOR HEAD OF DEBT CAPITAL MARKETS For itself and the other several Underwriters named in Schedule I hereto. The foregoing Agreement is xxxxxx confirmed and accepted as of the date first set forth above. By: RBS SECURITIES INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director For itself and the other several Underwriters named in Schedule I hereto. Underwriters Principal Amount of the Notes due 2014 to be Purchased Principal Amount of the Notes due 2021 to be Purchased Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated $ 59,375,000 $ 71,250,000 BNP Paribas Securities Corp. 59,375,000 71,250,000 RBS Securities Inc. 59,375,000 71,250,000 X.X. Xxxxxx Securities LLC 20,000,000 24,000,000 Credit Suisse Securities (USA) LLC 12,500,000 15,000,000 Citigroup Global Markets Inc. 11,875,000 14,250,000 Mitsubishi UFJ Securities (USA), Inc. 10,000,000 12,000,000 Deutsche Bank Securities Inc. 2,500,000 3,000,000 Xxxxxxx, Xxxxx &Co. 2,500,000 3,000,000 HSBC Securities (USA) Inc. 2,500,000 3,000,000 ING Financial Markets LLC 2,500,000 3,000,000 Mizuho Securities USA Inc 2,500,000 3,000,000 SMBC Nikko Capital Markets Limited 2,500,000 3,000,000 Xxxxx Fargo Securities, LLC 2,500,000 3,000,000 Total $ 250,000,000 $ 300,000,000 Schedule of Free Writing Prospectuses included in the Disclosure Package None. Issuer: Xxxxxx Holdings, Inc. Trade Date: November 7, 2011 Settlement Date (T+3) November 10, 2011

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

• Further, upon the Company becoming a Well-Known Seasoned Issuer, (i) the Company shall give written notice to all of the Holders as promptly as reasonably practicable, and such notice shall describe, in reasonable detail, the basis on which the Company has become a Well-Known Seasoned Issuer, and (ii) the Company shall, as promptly as practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Securities in accordance with the terms of this Agreement.

• If the Company is a Well-Known Seasoned Issuer at the time of filing the Shelf Registration Statement with the SEC, such Shelf Registration Statement shall be designated by the Company as an Automatic Shelf Registration Statement.

• The Company shall use its reasonable best efforts to file such Automatic Shelf Registration Statement within 10 Business Days after it becomes a Well-Known Seasoned Issuer, and to cause such Automatic Shelf Registration Statement to remain effective thereafter until there are no longer any Registrable Securities.

• Status as a Well-Known Seasoned Issuer; Registration Statement Effective; Conform to Act; No Misleading Statements; Conformity with XXXXX filings.

• The Company agrees to use commercially reasonable efforts to remain a Well-Known Seasoned Issuer.

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 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.

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 shall have the meaning set forth in Rule 405 of the 1933 Act.