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 set forth below: "Applicable Time" means the time of each sale of any Units or any securities pursuant to this Agreement. "Commission" means the Securities and Exchange Commission. "EDGAR" means the Commission's Electronic Data Gathering, Analysis and Retrieval system. "Effective Date" means any date as of which any part of such registration statement relating... to the Units became, or is deemed to have become, effective under the Securities Act, in accordance with the rules and regulations thereunder. "FINRA" means the Financial Industry Regulatory Authority, Inc. "Investment Company Act" means the Investment Company Act of 1933, 1940, as amended, amended." "Issuer Free Writing Prospectus" means any "issuer free writing prospectus," as defined in Rule 433, relating to the Units. 33 "NYSE" means the New York Stock Exchange. "Rule 172," "Rule 405," "Rule 415," "Rule 424(b)," "Rule 430B," "Rule 433" and "Rule 462(b)" refer to such rules under the Securities Act. "Rule 462(b) Registration Statement" means a registration statement filed by the Partnership pursuant to Rule 462(b) for the purpose of registering any of the Units under the Securities Act, including the documents incorporated by reference therein and the Rule 430A Information. "Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002 and the rules and regulations of promulgated thereunder or implementing the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred provisions thereof. 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, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became Statement, the Prospectus or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations any amendment or supplement to any 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) EDGAR and deemed part of such registration statement pursuant all references in this Agreement to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior "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 the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and offering, sale or private placement of any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered Units by the registration statement referred to in Section 1(a) hereof. If Managers 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 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 means the base prospectus referred to in paragraph 1(a) above contained included in the Registration Statement at the Execution Time. "Business Day" shall mean Effective Time, including any day other than a Saturday, a Sunday or a legal holiday or a day o...n which banking institutions or trust companies are authorized or obligated documents incorporated therein by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. reference. "Disclosure Package" shall mean means (i) the Base Prospectus, Statutory Prospectus and (ii) the Preliminary Prospectus used most recently prior to the Execution Time, (iii) the each Issuer Free Writing Prospectuses, Prospectus, if any, identified in filed or used by the Company on or before the Effective Time and listed on Schedule III hereto, and (iv) any other II hereto (other than a roadshow that is an Issuer Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing but is not required to treat as part be filed under Rule 433 of the Disclosure Package. 28 "Effective Date" shall mean each date Rules 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. Regulations), all considered together. "Issuer Free Writing Prospectus" shall mean an issuer means any "issuer free writing prospectus, prospectus," as defined in Rule 433 "Preliminary Prospectus" shall mean any preliminary prospectus supplement to of the Base Prospectus referred to in paragraph 1(a) above which is Rules and Regulations relating to the Securities and used prior in the form filed or required to be filed with the filing Commission or, if not required to be filed, in the form retained in the Company's records pursuant to Rule 433(g) of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred Rules and Regulations. 23 "Preliminary Prospectus" means any preliminary prospectus supplement, subject to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement completion, relating to the Securities that is Securities, filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act for use in connection with the offering and deemed part sale of the Securities, together with the Base Prospectus attached to or used with such registration statement preliminary prospectus supplement, including any documents incorporated therein by reference. "Prospectus" means the final prospectus supplement, relating to the Securities, filed by the Company with the Commission pursuant to Rule 430B, 424(b) under the Securities Act on or before the second business day after the date hereof (or such earlier time as may be required under the Securities Act), in the form furnished by the Company to the Underwriter, for use in connection with the Offering that discloses the public offering price and other final terms of the Securities, together with the Base Prospectus attached to or used with such final prospectus supplement, including any documents incorporated therein by reference. "Statutory Prospectus" means the Preliminary Prospectus, if any, and the Base Prospectus, each as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective and supplemented immediately prior to the Closing Delivery Date, shall also mean such registration statement as so amended, in each case including any SEC Reports document 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 by reference therein, 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. prospectus supplement. 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 set forth below: "Applicable Time" means the Securities Act time of 1933, as amended, and the rules and regulations each sale of the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred any Units or any securities pursuant 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. this Agreement. "Commission" shall mean means the Securities and Exchange Commission. "Disclosure Package" shall mean (i) "EDGAR" means the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior Commission's Electronic Data Gathering, Analysis and Retrieval system. "Effective Date" means any date as of which any part of such registration statement relating to the Execution Time, (iii) Units became, or is deemed to have become, effective under the Issuer Free Writing Prospectuses, if any, identified Securities Act, in Schedule III hereto, accordance with the rules 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. regulations thereunder. "Exchange Act" shall mean means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean "FINRA" means the date and time that this Agreement is executed and delivered by Financial Industry Regulatory Authority, Inc. "Investment Company Act" means the parties hereto. "Free Investment Company Act of 1940, as amended." "Issuer Free Writing Prospectus" shall mean a means any "issuer free writing prospectus, prospectus," as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement 433, relating to the Units. "NYSE" means the New York Stock Exchange. "Rule 163," "Rule 164," "Rule 172," "Rule 405," "Rule 415," "Rule 424(b)," "Rule 430B," "Rule 433" and "Rule 462(b)" refer to such rules under the Securities that was first Act. "Rule 462(b) Registration Statement" means a registration statement filed by the Partnership pursuant to Rule 424(b) after 462(b) for the Execution Time, together with purpose of registering any of 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 Units under the Securities Act, including the documents incorporated by reference therein and used prior to the filing Rule 430A Information. "Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder or implementing the provisions thereof. 33 "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred Commission thereunder. All references in this Agreement to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating schedules and other information that is "contained," "included" or "stated" in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean 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 Securities that is Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to Rule 424(b) EDGAR and deemed part of such registration statement pursuant all references in this Agreement to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior "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 the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and offering, sale or private placement of any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered Units by the registration statement referred to in Section 1(a) hereof. If Managers 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 set forth below: "Applicable Time" means the Securities Act time of 1933, as amended, and the rules and regulations each sale of the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred any Units or any securities pursuant 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. this Agreement. "Commission" shall mean means the Securities and Exchange Commission. "Disclosure Package" shall mean (i) "EDGAR" means the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior Commission's Electronic Data Gathering, Analysis and Retrieval system. "Effective Date" means any date as of which any part of such registration statement relating to the Execution Time, (iii) Units became, or is deemed to have become, effective under the Issuer Free Writing Prospectuses, if any, identified Securities Act, in Schedule III hereto, accordance with the rules 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. regulations thereunder. "Exchange Act" shall mean means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean "FINRA" means the date and time that this Agreement is executed and delivered by Financial Industry Regulatory Authority, Inc. "Investment Company Act" means the parties hereto. "Free Investment Company Act of 1940, as amended. "Issuer Free Writing Prospectus" shall mean a means any "issuer free writing prospectus, prospectus," as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement 433, relating to the Units. "NYSE" means the New York Stock Exchange. "Rule 163," "Rule 164," "Rule 172," "Rule 405," "Rule 415," "Rule 424(b)," "Rule 430B," "Rule 433" and "Rule 462(b)" refer to such rules under the Securities that was first Act. "Rule 462(b) Registration Statement" means a registration statement filed by the Partnership pursuant to Rule 424(b) after 462(b) for the Execution Time, together with purpose of registering any of 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 Units under the Securities Act, including the documents incorporated by reference therein and used prior to the filing Rule 430A Information. 31 "Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder or implementing the provisions thereof. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred Commission thereunder. All references in this Agreement to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating schedules and other information that is "contained," "included" or "stated" in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean 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 Securities that is Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to Rule 424(b) EDGAR and deemed part of such registration statement pursuant all references in this Agreement to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior "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 the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and offering, sale or private placement of any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered Units by the registration statement referred to in Section 1(a) hereof. If Managers 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 set forth below: "Applicable Time" means the Securities Act time of 1933, as amended, and the rules and regulations each sale of the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred any Units or any securities pursuant 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. this Agreement. "Commission" shall mean means the Securities and Exchange Commission. "Disclosure Package" shall mean (i) "EDGAR" means the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior Commission's Electronic Data Gathering, Analysis and Retrieval system. "Effective Date" means any date as of which any part of such registration statement relating to the Execution Time, (iii) Units became, or is deemed to have become, effective under the Issuer Free Writing Prospectuses, if any, identified Securities Act, in Schedule III hereto, accordance with the rules 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. regulations thereunder. "Exchange Act" shall mean means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean "FINRA" means the date and time that this Agreement is executed and delivered by Financial Industry Regulatory Authority, Inc. "Investment Company Act" means the parties hereto. "Free Investment Company Act of 1940, as amended." "Issuer Free Writing Prospectus" shall mean a means any "issuer free writing prospectus, prospectus," as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement 433, relating to the Units. "NYSE" means the New York Stock Exchange. "Rule 163," "Rule 164," "Rule 172," "Rule 405," "Rule 415," "Rule 424(b)," "Rule 430B," "Rule 433" and "Rule 462(b)" refer to such rules under the Securities that was first Act. "Rule 462(b) Registration Statement" means a registration statement filed by the Partnership pursuant to Rule 424(b) after 462(b) for the Execution Time, together with purpose of registering any of 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 Units under the Securities Act, including the documents incorporated by reference therein and used prior to the filing Rule 430A Information. "Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder or implementing the provisions thereof. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred Commission thereunder. All references in this Agreement to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating schedules and other information that is "contained," "included" or "stated" in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such 30 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 Securities that is Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to Rule 424(b) EDGAR and deemed part of such registration statement pursuant all references in this Agreement to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior "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 the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and offering, sale or private placement of any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered Units by the registration statement referred to in Section 1(a) hereof. If Managers 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 set forth below: "Applicable Time" means the Securities Act time of 1933, as amended, and the rules and regulations each sale of the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred any Shares or any securities pursuant to in paragraph 1(a) above contained in the Registration Statement at the Execution Time. "Busines...s 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. this Agreement. "Commission" shall mean means the Securities and Exchange Commission. "Disclosure Package" shall mean (i) "EDGAR" means the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior Commission's Electronic Data Gathering, Analysis and Retrieval system. "Effective Date" means any date as of which any part of such registration statement relating to the Execution Time, (iii) Shares became, or is deemed to have become, effective under the Issuer Securities Act, in accordance with the rules and regulations thereunder. "FINRA" means the Financial Industry Regulatory Authority, Inc. "Investment Company Act" means the Investment Company Act of 1940, as amended." "Issuer Free Writing Prospectuses, if any, identified Prospectus" means any "issuer free writing prospectus," as defined in Schedule III hereto, Rule 433, relating to the Shares. "NYSE" means the New York Stock Exchange. "Rule 134," "Rule 172," "Rule 175(b)," "Rule 405," "Rule 415," "Rule 424(b)," "Rule 430B," "Rule 433" and (iv) "Rule 462(b)" refer to such rules under the Securities Act. "Rule 462(b) Registration Statement" means a registration statement filed by the Company pursuant to Rule 462(b) for the purpose of registering 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" Shares under the Securities Act, including the documents incorporated by reference therein and the Rule 430A Information. All references in this Agreement to financial statements and schedules and other information that is "contained," "included" or "stated" in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean each date and time 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. 31 All references in this Agreement to the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b) Registration Statement became Statement, the Prospectus or becomes effective. "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations any amendment or supplement to any 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) EDGAR and deemed part of such registration statement pursuant all references in this Agreement to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior "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 the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and offering, sale or private placement of any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered Shares by the registration statement referred to in Section 1(a) hereof. If Managers 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 set forth below: "Applicable Time" means the Securities Act time of 1933, as amended, and the rules and regulations each sale of the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred any Units or any securities pursuant 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. this Agreement. "Commission" shall mean means the Securities and Exchange Commission. "Disclosure Package" shall mean (i) "EDGAR" means the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior Commission's Electronic Data Gathering, Analysis and Retrieval system. "Effective Date" means any date as of which any part of such registration statement relating to the Execution Time, (iii) Units became, or is deemed to have become, effective under the Issuer Free Writing Prospectuses, if any, identified Securities Act, in Schedule III hereto, accordance with the rules 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. regulations thereunder. "Exchange Act" shall mean means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean "FINRA" means the date and time that this Agreement is executed and delivered by Financial Industry Regulatory Authority, Inc. 30 "Investment Company Act" means the parties hereto. "Free Investment Company Act of 1940, as amended." "Issuer Free Writing Prospectus" shall mean a means any "issuer free writing prospectus, prospectus," as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement 433, relating to the Units. "NYSE" means the New York Stock Exchange. "Rule 163," "Rule 164," "Rule 172," "Rule 405," "Rule 415," "Rule 424(b)," "Rule 430B," "Rule 433" and "Rule 462(b)" refer to such rules under the Securities that was first Act. "Rule 462(b) Registration Statement" means a registration statement filed by the Partnership pursuant to Rule 424(b) after 462(b) for the Execution Time, together with purpose of registering any of 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 Units under the Securities Act, including the documents incorporated by reference therein and used prior to the filing Rule 430A Information. "Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder or implementing the provisions thereof. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred Commission thereunder. All references in this Agreement to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating schedules and other information that is "contained," "included" or "stated" in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean 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 Securities that is Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to Rule 424(b) EDGAR and deemed part of such registration statement pursuant all references in this Agreement to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior "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 the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and offering, sale or private placement of any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered Units by the registration statement referred to in Section 1(a) hereof. If Managers 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 set forth below: "Applicable Time" means the Securities Act time of 1933, as amended, and the rules and regulations each sale of the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred any Units or any securities pursuant 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. this Agreement. "Commission" shall mean means the Securities and Exchange Commission. "Disclosure Package" shall mean (i) "EDGAR" means the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior Commission's Electronic Data Gathering, Analysis and Retrieval system. "Effective Date" means any date as of which any part of such registration statement relating to the Execution Time, (iii) Units became, or is deemed to have become, effective under the Issuer Free Writing Prospectuses, if any, identified Securities Act, in Schedule III hereto, accordance with the rules 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. regulations thereunder. "Exchange Act" shall mean means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution Time" shall mean 33 "FINRA" means the date and time that this Agreement is executed and delivered by Financial Industry Regulatory Authority, Inc. "Investment Company Act" means the parties hereto. "Free Investment Company Act of 1940, as amended." "Issuer Free Writing Prospectus" shall mean a means any "issuer free writing prospectus, prospectus," as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement 433, relating to the Units. "NYSE" means the New York Stock Exchange. "Rule 163," "Rule 164," "Rule 172," "Rule 405," "Rule 415," "Rule 424(b)," "Rule 430B," "Rule 433" and "Rule 462(b)" refer to such rules under the Securities that was first Act. "Rule 462(b) Registration Statement" means a registration statement filed by the Partnership pursuant to Rule 424(b) after 462(b) for the Execution Time, together with purpose of registering any of 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 Units under the Securities Act, including the documents incorporated by reference therein and used prior to the filing Rule 430A Information. "Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder or implementing the provisions thereof. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Final Prospectus, together with the Base Prospectus. "Registration Statement" shall mean the registration statement referred Commission thereunder. All references in this Agreement to in paragraph 1(a) above, including exhibits and financial statements and any prospectus supplement relating schedules and other information that is "contained," "included" or "stated" in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean 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 Securities that is Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to Rule 424(b) EDGAR and deemed part of such registration statement pursuant all references in this Agreement to Rule 430B, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior "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 the Act. "Rule 462(b) Registration Statement" shall mean a registration statement and offering, sale or private placement of any amendments thereto filed pursuant to Rule 462(b) relating to the offering covered Units by the registration statement referred to in Section 1(a) hereof. If Managers 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 following terms that follow, when used have the following meanings in this Agreement, Underwriting Agreement (the "Agreement"): (a) "Registration Statement" means, as of any time, the Registration Statement on Form S-3 (No. 333-208009), as amended from time to time (including any post effective amendments thereto), relating to the Securities in the form then filed with the Securities and Exchange Commission ("Commission"), including any document incorporated by reference therein and any pros...pectus or prospectus supplement relating to the Securities deemed or retroactively deemed to be a part thereof that has not been superseded or modified. "Registration Statement" without reference to a time means the Registration Statement as of the time of the first contract of sale for the Securities, which time shall have be considered the meanings indicated. "Act" "effective date" of the Registration Statement. For purposes of this definition, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430B shall mean be considered to be included in the Registration Statement as of the time specified in Rule 430B. References herein to "Rules" are to the specified rules under the Securities Act of 1933, as amended, and amended (the "Act"), unless otherwise specified. (b) "Statutory Prospectus" means, as of any time, the rules and regulations of prospectus relating to the Commission promulgated thereunder. "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above contained Securities that is included 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 immediately prior to the Execution Time, (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) that time, including 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 document incorporated by reference therein and any Rule 462(b) Registration Statement became base prospectus 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 deemed to be a part thereof that was first filed has not been superseded or modified. For purposes of this definition, information contained in a form of prospectus (including a prospectus supplement) that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 424(b) after 430B or 430C shall be considered to be included in the Execution Time, together with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, Statutory Prospectus only 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 actual time that form of prospectus supplement relating to the Securities that (including a prospectus supplement) is filed with the Commission pursuant to Rule 424(b) 424(b). (c) "Prospectus" means the Statutory Prospectus that discloses the public offering price and deemed part other final terms of such registration statement the Securities and otherwise satisfies Section 10(a) of the Act. (d) "Issuer Free Writing Prospectus" means any "issuer free writing prospectus," as defined in Rule 433, relating to the Securities 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, 433(g). (e) "General Use Issuer Free Writing Prospectus" means an Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, if any, as evidenced by its being specified on Schedule A hereto. (f) "Limited Use Issuer Free Writing Prospectus" means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus, if any. (g) "Applicable Time" means 1:50 p.m., New York City time, on the date of this Agreement. (h) "Significant Subsidiary" means any subsidiary of the Company that would be a "significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (i) "affiliate" has the meaning set forth in Rule 405. (j) "business day" means any day other than a day on each Effective Date and, which banks are permitted or required to be closed 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. New York City. View More
Definitions. The terms that which follow, when used in this Agreement, shall have the meanings indicated. "Act" shall mean the Securities Act of 1933, as amended, amended and the rules and regulations of the Commission promulgated thereunder. "Base Prospectus" shall mean "Applicable Time" means 4:00 p.m. (New York time) on March 29, 2023 or such other time as agreed by the base prospectus referred to in paragraph 1(a) above contained in Company and the Registration Statement at the Execution Time. Representa...tives. "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 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 "Investment Company Act" means the date and time that this Agreement is executed and delivered by the parties hereto. "Free Investment Company Act of 1940, as amended. "Issuer Free Writing Prospectus" shall mean a means any "issuer free writing prospectus, prospectus," as defined in Rule 405. "Final Prospectus" shall mean the prospectus supplement 433, relating to the Securities that was first filed pursuant (i) 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, 19 or (ii) 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 Securities 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, 433(g). "Issuer General Use Free Writing Prospectus" means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as amended on each Effective Date and, evidenced by its being specified in Schedule III hereto. "Regulations" shall mean the event any post-effective amendment thereto becomes effective prior to rules and regulations of the Closing Date, shall also mean such registration statement as so amended, in each case including any SEC Reports incorporated therein. Commission. "Rule 158", 163," "Rule 163", 164," "Rule 164", 401," "Rule 172", 405," "Rule 405", 415," "Rule 415", 424," "Rule 424", 430B," "Rule 430B" 433," "Rule 456," "Rule 457," "Rule 462" and "Rule 433" 501" refer to such rules under the Act. "Rule 462(b) Registration Statement" 430B Information" shall mean a registration statement information included in the Prospectus that was omitted from the Registration Statement at the time it became effective but that is deemed to be part of and any amendments thereto filed included in the Registration Statement pursuant to Rule 462(b) 430B. "Statutory Prospectus" as of any time means the prospectus relating to the offering covered Securities that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof. "Trust Indenture Act" shall mean the registration statement referred to in Section 1(a) hereof. If the foregoing is in accordance with your understanding Trust Indenture Act 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 1939, as amended and the several Underwriters. rules and regulations of the Commission promulgated thereunder. View More
