Definitions Clause Example with 299 Variations from Business Contracts

This page contains Definitions clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated. "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust com...panies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. 28 "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each case including any SEC Reports incorporated therein. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules under the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. 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. View More
Found in Flexion Therapeutics Inc contract

Variations of a "Definitions" Clause from Business Contracts

Definitions. The Unless otherwise defined herein, capitalized terms that follow, when used in this Agreement, Award Agreement shall have the meanings indicated. "Act" shall mean ascribed to them in the Securities Act Plan. As used herein:(a) "Award" means an award of 1933, as amended, and Restricted Stock Units hereby granted. (b) "Date of Grant" means the rules and regulations date on which the Company awarded the Restricted Stock Units to the Participant pursuant to the Plan. (c) "Qualifying Change in Cont...rol" means a Change in Control that is a "change in the ownership or effective control" or a " change in the ownership of a substantial portion of the Commission promulgated thereunder. "Base Prospectus" shall mean assets" within the base prospectus referred to in paragraph 1(a) above contained in meaning of Treasury Regulation 1.409A-3(i)(5). (d) "Restricted Stock Units" means the Registration Statement at Restricted Stock Units which are the Execution Time. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part subject of the Disclosure Package. 28 "Effective Date" shall Award hereby granted. (e) "Shares" mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations shares of the Commission promulgated thereunder. "Execution Time" shall mean Company's Common Stock. (f) "Taxes" means the date federal, state and time that this Agreement is executed local income and delivered employment taxes required to be withheld in connection with the vesting and issuance of the Shares (or other amounts or property) under the Award. (g) "Vesting Period" means, with respect to each Restricted Stock Unit, the period beginning on the Date of Grant and ending on the third anniversary thereof. (h) "Voluntary Retirement" means any voluntary termination by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, Participant as defined in Rule 405. "Final Prospectus" shall mean an employee of the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) Company (or any Parent or Subsidiary) (i) after the Execution Time, together reaching age sixty-two (62) and completing sixty (60) full months of continuous Service with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to Company or its Parent or Subsidiaries or (ii) after reaching age fifty-five (55), where the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing Participant's age plus years of the Final Prospectus, together continuous employment with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each case including any SEC Reports incorporated therein. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules under the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. 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. or its Parent or Subsidiaries equals at least seventy (70). View More
Found in AmerisourceBergen Corp contract
Definitions. The terms that follow, when As used in this Agreement, the following term has the meaning set forth below: (a) "Applicable Time" means the date of this Agreement, each Representation Date, the date on which a Placement Notice is given, and any date on which Placement Shares are sold hereunder. [Remainder of Page Intentionally Blank] If the foregoing correctly sets forth the understanding between the Company and Cowen, please so indicate in the space provided below for that purpose, whereupon thi...s letter shall constitute a binding agreement between the Company and Cowen. Very truly yours, COWEN AND COMPANY, LLC By: /s/ Jason Fenton Name: Jason Fenton Title: Managing Director ACCEPTED as of the date first-above written: MAST THERAPEUTICS, INC. By: /s/ Brandi L. Roberts Name: Brandi L. Roberts Title: Chief Financial Officer and Senior Vice President SCHEDULE 1 FORM OF PLACEMENT NOTICE From: [ ] Cc: [ ] To: [ ] Subject: Cowen at the Market Offering—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between Mast Therapeutics, Inc. (the "Company"), and Cowen and Company, LLC ("Cowen") dated August 21, 2015 (the "Agreement"), I hereby request on behalf of the Company that Cowen sell up to [ ] shares of the Company's common stock, par value $0.001 per share, at a minimum market price of $ per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]. SCHEDULE 2 The Company Brian Culley Chief Executive Officer Brandi Roberts Chief Financial Officer Cowen Robert Sine Director William Follis Director SCHEDULE 3 Compensation Cowen shall be paid compensation, or allowed a discount, in an amount agreed to in writing by the parties up to 3.0% of the gross proceeds from the sales of Common Stock pursuant to the terms of this Agreement. Exhibit 7(m) OFFICER CERTIFICATE The undersigned, the duly qualified and elected , of Mast Therapeutics, Inc. ("Company"), a Delaware corporation, does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(m) of the Sales Agreement dated August 21, 2015 (the "Sales Agreement") between the Company and Cowen and Company, LLC, that to the knowledge of the undersigned. (i) The representations and warranties of the Company in Section 6 of the Sales Agreement (A) to the extent such representations and warranties are subject to qualifications and exceptions contained therein relating to materiality or Material Adverse Change, are true and correct on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof, except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date, and (B) to the extent such representations and warranties are not subject to any qualifications or exceptions, are true and correct in all material respects as of the date hereof as if made on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date; and (ii) The Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the Sales Agreement at or prior to the date hereof. Capitalized terms used but not defined herein shall have the meanings indicated. "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred ascribed to in paragraph 1(a) above contained them in the Registration Statement at the Execution Time. "Business Day" Sales Agreement. MAST THERAPEUTICS, INC. By: Name: Title: Date: EX-10.1 3 d11334dex101.htm EXHIBIT 10.1 Exhibit 10.1 Exhibit 10.1 MAST THERAPEUTICS, INC. $30,000,000 SALES AGREEMENT August 21, 2015 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Mast Therapeutics, Inc. (the "Company") confirms its agreement (this "Agreement") with Cowen and Company, LLC ("Cowen"), as set forth below. This Agreement shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated terminate and supersede that certain Sales Agreement, dated February 10, 2014, by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. 28 "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each case including any SEC Reports incorporated therein. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules under the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. 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 between the Company and Cowen (the "Prior Agreement") as of the several Underwriters. effective date of this Agreement and, upon entry into this Agreement, no further sales shall be made pursuant to the Prior Agreement. View More
Found in Savara Inc contract
Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated. "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust com...panies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. 28 "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. 34 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final "Liquidation" shall mean the distributions of the Trust Account to the Public Stockholders in connection with the redemption of shares of Common Stock held by the Public Stockholders pursuant to the terms of the Company's Amended and Restated Certificate of Incorporation if the Company fails to consummate a Business Combination. "Preliminary Prospectus" shall mean any preliminary prospectus referred to in paragraph 1(a) above and any preliminary prospectus included in the Registration Statement at the Effective Date that omits Rule 430A Information. "Prospectus" shall mean the prospectus supplement relating to the Securities that was is first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing of the Final Prospectus, together with the Base Prospectus. Time. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus and prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, 430A, as amended on each Effective Date at the Execution Time and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each amended or such Rule 462(b) Registration Statement, as the case including any SEC Reports incorporated therein. may be. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 419", "Rule 424", "Rule 430B" 430A", "Rule 433" and "Rule 433" 462" refer to such rules under the Act. "Rule 430A Information" shall mean information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. "Statutory Prospectus" shall mean (i) the Preliminary Prospectus dated [ ], 2015, as amended by the Preliminary Prospectus dated [ ], 2015, relating to the Securities and (ii) the Time of Delivery Information, if any, set forth on Schedule II hereto. [remainder of page intentionally left blank] 35 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, Easterly Acquisition Corp. By:_______________________________________ Name: Title: Citigroup Global Markets Inc. By: _________________________ Name: Title: For itself and the other several Underwriters named in Schedule I to the foregoing Agreement. View More
Found in 2 Contracts from Easterly Acquisition Corp.
Definitions. The terms that follow, when As used in this Agreement, shall the following terms have the respective meanings indicated. "Act" shall mean set forth below: "Applicable Time" means (i) each Representation Date, (ii) the Securities Act time of 1933, as amended, each sale of any Placement Shares pursuant to this Agreement and the rules and regulations (iii) each Settlement Date. 40 "Governmental Authority" means (i) any federal, provincial, state, local, municipal, national or international governme...nt or governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision of any of the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer foregoing. "Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) Prospectus" means any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. 28 "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Free Writing Prospectus" shall mean a "issuer free writing prospectus, prospectus," as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement 433, relating to the Securities Placement Shares that was first filed pursuant (1) is required to Rule 424(b) after the Execution Time, together with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is be filed with the Commission by the Company, (2) is a "road show" that is a "written communication" within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (3) is exempt from filing pursuant to Rule 424(b) and deemed part 433(d)(5)(i) because it contains a description of such registration statement the Placement Shares or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 430B, as amended on each Effective Date and, in 433(g) under the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each case including any SEC Reports incorporated therein. Securities Act Regulations. "Rule 158", 164," "Rule 163", 172," "Rule 164", 405," "Rule 172", 415," "Rule 405", 424," "Rule 415", 424(b)," "Rule 424", "Rule 430B" 430B," and "Rule 433" refer to such rules under the Act. "Rule 462(b) 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" Statement or the Prospectus (and all other references of like import) shall be deemed to mean a registration statement 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 amendments thereto amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 462(b) relating 433, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to "supplements" to the offering covered 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 registration statement referred to in Section 1(a) hereof. If Agent outside of 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. United States. View More
Found in CHEMBIO DIAGNOSTICS, INC. contract
Definitions. The terms that follow, when As used in this Agreement, shall the following terms have the respective meanings indicated. "Act" shall mean set forth below: (a) "Applicable Time" means the date of this Agreement, the date on which a Placement Notice is given, or such other time as agreed to by the Company and Roth. (b) "Issuer Free Writing Prospectus" means any "issuer free writing prospectus," as defined in Rule 433, relating to the Shares that (1) is required to be filed with the Commission by t...he Company, (2) is a "road show" that is a "written communication" within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (3) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Shares or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 433(g) under the Securities Act of 1933, as amended, and the rules and regulations Act. (c) "Rule 433" means Rule 433 of the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred Securities Act. All references in this Agreement to in paragraph 1(a) above contained financial statements and schedules and other information that is "contained," "included" or "stated" in the Registration Statement at or the Execution Time. "Business Day" Prospectus (and all other references of like import) shall be deemed to mean any day and include all such financial statements and schedules and other than a Saturday, a Sunday information that is incorporated by reference in the Registration Statement or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law the Prospectus, as the case may be. All references in this Agreement to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. 28 "Effective Date" shall mean each date and time that the Registration Statement, the Prospectus or any post-effective amendment or amendments thereto and supplement to any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" foregoing shall mean be deemed to include the date and time that this Agreement is executed and delivered by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is copy filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement EDGAR; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 430B, as amended on each Effective Date and, 433, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references in the event any post-effective amendment thereto becomes effective prior this Agreement to "supplements" to the Closing Date, Prospectus shall also mean such registration statement as so amended, include, without limitation, any supplements, "wrappers" or similar materials prepared in each case including connection with any SEC Reports incorporated therein. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules under offering, sale or private placement of any Shares by Roth outside of the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. 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. United States. View More
Found in ROYALE ENERGY FUNDS, INC contract
Definitions. The terms that follow, when As used in this Agreement, shall the following terms have the respective meanings indicated. "Act" shall mean set forth below: (a) "Applicable Time" means the date of this Agreement, each date on which an Issuance Notice is given, each Settlement Date, each Representation Date and such other time(s) as agreed to by the Company and MCUSA. (b) "Issuer Free Writing Prospectus" means any "issuer free writing prospectus," as defined in Rule 433, relating to the Shares that... (1) is required to be filed with the Commission by the Company, (2) is a "road show" that is a "written communication" within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (3) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Shares or of the offering that does not reflect the final terms, and all free writing prospectuses that are listed in Exhibit 19(b) hereto, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 433(g) under the Securities Act of 1933, as amended, and the rules and regulations Act. (c) "Rule 433" means Rule 433 of the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred Securities Act. All references in this Agreement to in paragraph 1(a) above contained financial statements and schedules and other information that is "contained," "included" or "stated" in the Registration Statement at or the Execution Time. "Business Day" Prospectus (and all other references of like 23 import) shall be deemed to mean any day and include all such financial statements and schedules and other than a Saturday, a Sunday information that is incorporated by reference in the Registration Statement or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law the Prospectus, as the case may be. All references in this Agreement to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. 28 "Effective Date" shall mean each date and time that the Registration Statement, the Prospectus or any post-effective amendment or amendments thereto and supplement to any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" foregoing shall mean be deemed to include the date and time that this Agreement is executed and delivered by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is copy filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement EDGAR; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 430B, as amended on each Effective Date and, 433, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references in the event any post-effective amendment thereto becomes effective prior this Agreement to "supplements" to the Closing Date, Prospectus shall also mean such registration statement as so amended, include, without limitation, any supplements, "wrappers" or similar materials prepared in each case including connection with any SEC Reports incorporated therein. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules under offering, sale or private placement of any Shares by MCUSA outside of the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. 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. United States. View More
Found in MEDICINOVA INC contract
Definitions. The terms that follow, when As used in this Agreement, shall the following terms have the respective meanings indicated. "Act" shall mean set forth below: (a) "Applicable Time" means the date of this Agreement, each date on which an Issuance Notice is given, each Settlement Date, each Representation Date and such other time(s) as agreed to by the Company and MCUSA. (b) "Issuer Free Writing Prospectus" means any "issuer free writing prospectus," as defined in Rule 433, relating to the Shares that... (1) is required to be filed with the Commission by the Company, (2) is a "road show" that is a "written communication" within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (3) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Shares or of the offering that does not reflect the final terms, and all free writing prospectuses that are listed in Exhibit 19(b) hereto, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 433(g) under the Securities Act of 1933, as amended, and the rules and regulations Act. (c) "Rule 433" means Rule 433 of the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred Securities Act. All references in this Agreement to in paragraph 1(a) above contained financial statements and schedules and other information that is "contained," "included" or "stated" in the Registration Statement at or the Execution Time. "Business Day" Prospectus (and all other references of like import) shall be deemed to mean any day and include all such financial statements and schedules and other than a Saturday, a Sunday information that is incorporated by reference in the Registration Statement or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law the Prospectus, as the case may be. All references in this Agreement to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. 28 "Effective Date" shall mean each date and time that the Registration Statement, the Prospectus or any post-effective amendment or amendments thereto and supplement to any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" foregoing shall mean be deemed to include the date and time that this Agreement is executed and delivered by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is copy filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement EDGAR; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 430B, as amended on each Effective Date and, 433, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references in the event any post-effective amendment thereto becomes effective prior this Agreement to "supplements" to the Closing Date, Prospectus shall also mean such registration statement as so amended, include, without limitation, any supplements, "wrappers" or similar materials prepared in each case including connection with any SEC Reports incorporated therein. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" and "Rule 433" refer to such rules under offering, sale or private placement of any Shares by MCUSA outside of the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered by the registration statement referred to in Section 1(a) hereof. 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. United States. View More
Found in MEDICINOVA INC contract
Definitions. The terms that follow, when As used in this Agreement, shall the following terms have the respective meanings indicated. "Act" shall mean the Securities Act of 1933, as amended, set forth below: "Applicable Time" means (i) each Representation Date and the rules and regulations of the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time. "Business Day" shall mean any da...y other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) time of each sale of any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. 28 "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement relating to the Securities that was first filed Placement Shares pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each case including any SEC Reports incorporated therein. this Agreement. "Rule 158", 164," "Rule 163", 172," "Rule 164", 405," "Rule 172", 415," "Rule 405", 424," "Rule 415", 424(b)," "Rule 424", "Rule 430B" 430B," and "Rule 433" refer to such rules under the Act. "Rule 462(b) 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" Statement or the Prospectus (and all other references of like import) shall be deemed to mean a registration statement 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 amendments thereto amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to Rule 462(b) relating EDGAR; and all references in this Agreement to "supplements" to the offering covered 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 registration statement referred to in Section 1(a) hereof. If Agent outside of 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. United States. View More
Found in TRANSENTERIX INC. contract
Definitions. The terms that follow, when As used in this Agreement, shall the following terms have the respective meanings indicated. "Act" shall mean set forth below: "Applicable Time" means (i) each Representation Date, (ii) the Securities Act time of 1933, as amended, each sale of any Placement Shares pursuant to this Agreement and the rules and regulations (iii) each Settlement Date. "Governmental Authority" means (i) any federal, provincial, state, local, municipal, national or international government ...or governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision of any of the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer foregoing. "Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) Prospectus" means any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. 28 "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Free Writing Prospectus" shall mean a "issuer free writing prospectus, prospectus," as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement 433, relating to the Securities Placement Shares that was first filed pursuant (1) is required to Rule 424(b) after the Execution Time, together with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is be filed with the Commission by the Company, (2) is a "road show" that is a "written communication" within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (3) is exempt from filing pursuant to Rule 424(b) and deemed part 433(d)(5)(i) because it contains a description of such registration statement the Placement Shares or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each case including any SEC Reports incorporated therein. 433(g). "Rule 158", 172," "Rule 163", 405," "Rule 164", 415," Rule 424," "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" 430B," and "Rule 433" refer to such rules under the Securities Act. "Rule 462(b) All references in this Agreement to financial statements and schedules and other information that is "contained," "included" or "stated" in the Registration Statement" Statement or the Prospectus (and all other references of like import) shall be deemed to mean a registration statement 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 amendments thereto amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 462(b) relating 433, are not required to be filed with the offering covered Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to "supplements" to -32- 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 registration statement referred to in Section 1(a) hereof. If Agent outside of 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. United States. View More
Found in OCULAR THERAPEUTIX, INC contract
Definitions. The terms that follow, when As used in this Agreement, shall the following terms have the respective meanings indicated. "Act" shall mean the Securities Act of 1933, as amended, set forth below: "Applicable Time" means (i) each Representation Date and the rules and regulations of the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time. "Business Day" shall mean any da...y other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) time of each sale of any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. 28 "Effective Date" shall mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean the date and time that this Agreement is executed and delivered by the parties hereto. "Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement relating to the Securities that was first filed Placement Shares pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each case including any SEC Reports incorporated therein. this Agreement. "Rule 158", 164," "Rule 163", 172," "Rule 164", 405," "Rule 172", 415," "Rule 405", 424," "Rule 415", 424(b)," "Rule 424", "Rule 430B" 430B," and "Rule 433" refer to such rules under the Act. "Rule 462(b) 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" Statement or the Prospectus (and all other references of like import) shall be deemed to mean a registration statement 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 amendments thereto amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to Rule 462(b) relating EDGAR; and all references in this Agreement to "supplements" to the offering covered 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 registration statement referred to in Section 1(a) hereof. If Agent outside of 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. United States. View More
Found in TRANSENTERIX INC. contract