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
Variations of a "Definitions" Clause from Business Contracts
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, 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 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 set forth below: "Applicable Time" means (i) the Base Prospectus, each Representation Date, (ii) the Preliminary Prospectus used most recently prior time of each sale of any Placement Shares pursuant to the Execution Time, this Agreement and (iii) the Issuer each Settlement Date. "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. -37- 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
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 time of each sale of any Placement Shares pursuant to the Execution Time, (iii) the Issuer this Agreement. "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 39 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
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 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 time of each sale of any Placement Shares pursuant to the Execution Time, (iii) the Issuer this Agreement."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 -37- 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
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 time of each sale of any Placement Shares pursuant to the Execution Time, (iii) the Issuer this Agreement. "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 -38- 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
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 time of each sale of any Placement Shares pursuant to the Execution Time, (iii) the Issuer this Agreement. "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. "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 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 38 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
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 time of each sale of any Placement Shares pursuant to the Execution Time, (iii) the Issuer this Agreement. "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. 30 All references in this Agreement to the Registration Statement, the Prospectus or any amendments thereto amendment or supplement to any of the foregoing shall refer to 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 refer to the offering covered copy thereof filed with the Commission pursuant to EDGAR; 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 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
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 time of each sale of any Placement Shares pursuant to the Execution Time, (iii) the Issuer this Agreement. "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 -37- 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
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 time of each sale of any Placement Shares pursuant to the Execution Time, (iii) the Issuer this Agreement. "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. "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 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. 37 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
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 time of each sale of any Placement Shares pursuant to the Execution Time, (iii) the Issuer this Agreement. "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. 37 "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 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 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
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 time of each sale of any Placement Shares pursuant to the Execution Time, (iii) the Issuer this Agreement. "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 (1) is required to be filed with the -37- 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) 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 433(d)(5)(i) because it contains a description of the Final Prospectus, together with Placement Shares or of the Base Prospectus. "Registration Statement" shall mean offering that does not reflect the registration statement referred final terms, in each case in the form filed or required 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 or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 424(b) and deemed part of such registration statement 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
