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 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 12:00 p.m. (New York time) on June 17, 2015 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. City or London. "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 (a) 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, 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) and (b) the Fixed Income Roadshow Presentation (June 2015). "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 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
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 3:10 p.m. (New York time) on September 11, 2017 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. Repres...entatives. "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, 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 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, 23 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
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 thereunder."Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) above Section 1(b) hereof contained in the Registration Statement at the Execution Time. Statement. "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" City."Commission" shall mean the United States Securities and Exchange Commission. "Disclosure 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 II hereto, (iv) the pricing information set forth on Schedule III hereto, hereto and (iv) (v) 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 Package."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 effective."Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. "Execution thereunder."Execution Time" shall mean has the date and time that this Agreement is executed and delivered by the parties hereto. "Free meaning set forth in Schedule II-A hereto."Free Writing Prospectus" shall mean a free writing prospectus, as defined in Rule 405. "Final 405."Indentures" shall mean that certain Indenture, effective September 14, 2012, among Tesoro Logistics LP, Tesoro Logistics Finance Corp., the guarantors named therein and U.S. Bank National Association, as trustee, relating to the 5.875% Senior Notes due 2020, as amended, supplemented and modified from time to time, that certain Indenture, dated as of August 1, 2013, among Tesoro Logistics LP, Tesoro Logistics Finance Corp., the guarantors named therein and U.S. Bank National Association, as trustee, relating to the 6.125% Senior Notes due 2021, as amended, supplemented and modified from time to time, that certain Indenture, dated as of October 29, 2014, among Tesoro Logistics LP, Tesoro Logistics Finance Corp., the guarantors named therein and U.S. Bank National Association, as trustee, relating to the 5.50% Senior Notes due 2019 and the 6.25% Senior Notes due 2022, as amended, supplemented and modified from time to time, that certain Indenture, dated as of May 12, 2016, among Tesoro Logistics LP, Tesoro Logistics Finance Corp., the guarantors named therein and U.S. Bank National Association, as trustee, relating to the 6.375% Senior Notes due 2024, as amended, supplemented and modified from time to time, and that certain Indenture, dated as of December 2, 2016, among Tesoro Logistics LP, Tesoro Logistics Finance Corp., the guarantors named therein and U.S. Bank National Association, as trustee, relating to the 5.25% Senior Notes due 2025, as amended, supplemented and modified from time to time."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 Section 1(b) hereof which is used prior to the filing of the Prospectus, together with the Base Prospectus."Prospectus" shall mean the prospectus supplement relating to the Securities Units that was is first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus. "Issuer Free Writing Prospectus" shall mean an issuer free writing prospectus, as defined in Rule 433. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used prior to the filing of the Final Prospectus, together with the Base Prospectus. "Registration Prospectus."Registration Statement" shall mean the registration statement referred to in paragraph 1(a) above, Section 1(b) hereof, including exhibits and financial statements and any prospectus supplement relating to the Securities Units 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 or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each amended or such Rule 462(b) Registration Statement, as the case including any SEC Reports incorporated therein. "Rule may be."Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" 430B", "Rule 433" and "Rule 433" 462" refer to such rules under the Act. "Rule 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) 1(b) 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
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. "affiliate" shall mean a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. "Base Prospectus" shall mean the base prospectus referred to in paragraph Section 1(a) above contained... in the Registration Statement at the Execution Time. Effective Date. "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. City or Houston, Texas. 29 "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. become effective or are deemed to become effective under Rule 430A, Rule 430B and Rule 430C. "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, Time of Sale, together with the Base Basic Prospectus. "Issuer Free Writing Prospectus" "1940 Act" shall mean an issuer free writing prospectus, the Investment Company Act of 1940, as defined in Rule 433. amended. "Preliminary Prospectus" shall mean any the preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used dated February 18, 2015 that was filed with the Commission pursuant to Rule 424(b) prior to the filing Time of the Final Prospectus, Sale, together with the Base Basic Prospectus. "Prospectus Delivery Period" shall mean such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Act) in connection with sales of the Securities by any Underwriter or dealer. "Registration Statement" shall mean the registration statement referred to in paragraph Section 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, statements, as amended on each Effective Date at the Time of Sale (or, if not effective at the Time of Sale, in the form in which it shall become effective) and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each amended or such Rule 462(b) Registration Statement, as the case including may be. Such term shall include any SEC Reports incorporated therein. Rule 430 Information deemed to be included therein at the Effective Date as provided by Rule 430A, Rule 430B or Rule 430C. "Rule 158", 415," "Rule 163", 424," "Rule 164", 430A," "Rule 172", 430B," "Rule 405", "Rule 415", "Rule 424", "Rule 430B" 430C" and "Rule 433" 462" refer to such rules under the Act. "Rule 430 Information" shall mean information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A, Rule 430B or Rule 430C that is deemed to be part of the Registration Statement at the time of its effectiveness. "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 above. 30 "Time of Sale" shall mean 4:30 P.M. New York time on February 18, 2015, the foregoing is in accordance with your understanding time when sales of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance Securities were first made. "Trust Indenture Act" shall represent a binding agreement among mean the Company Trust Indenture Act of 1939, as amended, and the several Underwriters. rules and regulations of the Commission promulgated thereunder. 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. "affiliate" shall mean a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. "Base Prospectus" shall mean the base prospectus referred to in paragraph Section 1(a) above contained... in the Registration Statement at the Execution Time. Effective Date. "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. City or Houston, Texas. "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. become effective or are deemed to become effective under Rule 430A, Rule 430B and Rule 430C. "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, Time of Sale, together with the Base Basic Prospectus. "Issuer Free Writing Prospectus" "1940 Act" shall mean an issuer free writing prospectus, the Investment Company Act of 1940, as defined in Rule 433. amended. "Preliminary Prospectus" shall mean any the preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used dated May 5, 2014 that was filed with the Commission pursuant to Rule 424(b) prior to the filing Time of the Final Prospectus, Sale, together with the Base Basic Prospectus. "Prospectus Delivery Period" shall mean such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Act) in connection with sales of the Securities by any Underwriter or dealer. 29 "Registration Statement" shall mean the registration statement referred to in paragraph Section 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, statements, as amended on each Effective Date at the Time of Sale (or, if not effective at the Time of Sale, in the form in which it shall become effective) and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each amended or such Rule 462(b) Registration Statement, as the case including may be. Such term shall include any SEC Reports incorporated therein. Rule 430 Information deemed to be included therein at the Effective Date as provided by Rule 430A, Rule 430B or Rule 430C. "Rule 158", 415," "Rule 163", 424," "Rule 164", 430A," "Rule 172", 430B," "Rule 405", "Rule 415", "Rule 424", "Rule 430B" 430C" and "Rule 433" 462" refer to such rules under the Act. "Rule 430 Information" shall mean information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A, Rule 430B or Rule 430C that is deemed to be part of the Registration Statement at the time of its effectiveness. "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 above. "Time of Sale" shall mean 3:05 P.M. New York time on May 5, 2014, the foregoing is in accordance with your understanding time when sales of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance Securities were first made. "Trust Indenture Act" shall represent a binding agreement among mean the Company Trust Indenture Act of 1939, as amended, and the several Underwriters. rules and regulations of the Commission promulgated thereunder. 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. "affiliate" shall mean a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. "Base Prospectus" shall mean the base prospectus referred to in paragraph Section 1(a) above contained... in the Registration Statement at the Execution Time. Effective Date. "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. City or Houston, Texas. "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. become effective or are deemed to become effective under Rule 430A, Rule 430B and Rule 430C. "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, Time of Sale, together with the Base Prospectus. "Issuer Free Writing Prospectus" "1940 Act" shall mean an issuer free writing prospectus, the Investment Company Act of 1940, as defined in Rule 433. amended. 29 "Preliminary Prospectus" shall mean any the preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used dated October 30, 2017 that was filed with the Commission pursuant to Rule 424(b) prior to the filing Time of the Final Prospectus, Sale, together with the Base Prospectus. "Prospectus Delivery Period" shall mean such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Act) in connection with sales of the Securities by any Underwriter or dealer. "Registration Statement" shall mean the registration statement referred to in paragraph Section 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, statements, as amended on each Effective Date at the Time of Sale (or, if not effective at the Time of Sale, in the form in which it shall become effective) and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each amended or such Rule 462(b) Registration Statement, as the case including may be. Such term shall include any SEC Reports incorporated therein. Rule 430 Information deemed to be included therein at the Effective Date as provided by Rule 430A, Rule 430B or Rule 430C. "Rule 158", 415," "Rule 163", 424," "Rule 164", 430A," "Rule 172", 430B," "Rule 405", "Rule 415", "Rule 424", "Rule 430B" 430C" and "Rule 433" 462" refer to such rules under the Act. "Rule 430 Information" shall mean information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A, Rule 430B or Rule 430C that is deemed to be part of the Registration Statement at the time of its effectiveness. "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 above. "Time of Sale" shall mean 3:25 P.M. New York time on October 30, 2017, the foregoing is in accordance with your understanding time when sales of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance Securities were first made. "Trust Indenture Act" shall represent a binding agreement among mean the Company Trust Indenture Act of 1939, as amended, and the several Underwriters. rules and regulations of the Commission promulgated thereunder. 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. "affiliate" shall mean a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. "Base Prospectus" shall mean the base prospectus referred to in paragraph Section 1(a) above contained... in the Registration Statement at the Execution Time. Effective Date. "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. City or Houston, Texas. "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. become effective or are deemed to become effective under Rule 430A, Rule 430B and Rule 430C. "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, Time of Sale, together with the Base Basic Prospectus. "Issuer Free Writing Prospectus" "1940 Act" shall mean an issuer free writing prospectus, the Investment Company Act of 1940, as defined in Rule 433. amended. "Preliminary Prospectus" shall mean any the preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used dated May 9, 2016 that was filed with the Commission pursuant to Rule 424(b) prior to the filing Time of the Final Prospectus, Sale, together with the Base Basic Prospectus. 29 "Prospectus Delivery Period" shall mean such period of time after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Act) in connection with sales of the Securities by any Underwriter or dealer. "Registration Statement" shall mean the registration statement referred to in paragraph Section 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, statements, as amended on each Effective Date at the Time of Sale (or, if not effective at the Time of Sale, in the form in which it shall become effective) and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each amended or such Rule 462(b) Registration Statement, as the case including may be. Such term shall include any SEC Reports incorporated therein. Rule 430 Information deemed to be included therein at the Effective Date as provided by Rule 430A, Rule 430B or Rule 430C. "Rule 158", 415," "Rule 163", 424," "Rule 164", 430A," "Rule 172", 430B," "Rule 405", "Rule 415", "Rule 424", "Rule 430B" 430C" and "Rule 433" 462" refer to such rules under the Act. "Rule 430 Information" shall mean information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A, Rule 430B or Rule 430C that is deemed to be part of the Registration Statement at the time of its effectiveness. "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 above. "Time of Sale" shall mean 1:55 P.M. New York time on May 9, 2016, the foregoing is in accordance with your understanding time when sales of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance Securities were first made. "Trust Indenture Act" shall represent a binding agreement among mean the Company Trust Indenture Act of 1939, as amended, and the several Underwriters. rules and regulations of the Commission promulgated thereunder. View More
Definitions. The terms that follow, when used in this Agreement and any Terms Agreement, shall have the meanings indicated. 32 "Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder. "Applicable Time" shall mean, with respect to any Units, the time of sale of such Units pursuant to this Agreement or any relevant Terms Agreement. "Base Prospectus" shall mean the base prospectus referred to in paragraph 1(a) Section 2(a) above contained i...n the Registration Statement at the Execution Time. "Business Day" shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City. "Commission" shall mean the Securities and Exchange Commission. "Disclosure Package" shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the Execution Time, Supplement and (iii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, and (iv) any other Free Writing Prospectus that public offering price of Units sold at the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package. 28 relevant Applicable Time. "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" "Prospectus" shall mean any preliminary the Base Prospectus, as supplemented by the Prospectus Supplement. "Prospectus Supplement" shall mean the most recent prospectus supplement to the Base Prospectus referred to in paragraph 1(a) above which is relating to the Securities and used Units that was first filed pursuant to Rule 424(b) at or prior to the filing of the Final Prospectus, together with the Base Prospectus. Execution Time. "Registration Statement" shall mean the registration statement referred to in paragraph 1(a) Section 2(a) above, including exhibits and financial statements and any prospectus supplement relating to the Securities Units 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 or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, effective, shall also mean such registration statement as so amended, in each amended or such Rule 462(b) Registration Statement, as the case including any SEC Reports incorporated therein. may be. "Rule 158", 153," "Rule 163", 158," "Rule 164", 164," "Rule 172", 172," "Rule 405", 405," "Rule 415", 415," "Rule 424", 424," "Rule 430B" 430B," "Rule 433" and "Rule 433" 462" refer to such rules under the Act. 33 "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) 2(a) hereof. 34 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 Partnership and the several Underwriters. each Manager. Very truly yours, ENVIVA PARTNERS, LP By: Enviva Partners GP, LLC, as its sole general partner By: /s/ William H. Schmidt, Jr. Name: William H. Schmidt, Jr. Title: Executive Vice President, General Counsel and Secretary ENVIVA PARTNERS GP, LLC By: /s/ William H. Schmidt, Jr. Name: William H. Schmidt, Jr. 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, 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 tru...st 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 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 under 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. Act. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) 1(i)(a) above which is and any preliminary prospectus included in the Registration Statement at the Effective Date that omits Rule 430A Information. "Prospectus" shall mean the prospectus relating to the Securities and used prior that is first filed pursuant to Rule 424(b) under the filing of Act after the Final Prospectus, together with the Base Prospectus. Applicable Time. "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) under the Act and deemed part of such registration statement pursuant to Rule 430B, 430A under the Act, as amended on each Effective Date at the Applicable Time and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each amended or such Rule 462(b) Registration Statement, as the case including any SEC Reports incorporated therein. may be. -27- "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" 430A Information" shall mean information with respect to the Securities and "Rule 433" refer the offering thereof permitted to such rules be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A 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. -28- 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 Agreement and your acceptance shall represent a binding agreement among between the Company and Company, the several Selling Stockholders and several Underwriters. 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, 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 tru...st 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 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 under 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. Act. "Preliminary Prospectus" shall mean any preliminary prospectus supplement to the Base Prospectus referred to in paragraph 1(a) 1(i)(a) above which is and any preliminary prospectus included in the Registration Statement at the Effective Date that omits Rule 430A Information. "Prospectus" shall mean the prospectus relating to the Securities and used prior that is first filed pursuant to Rule 424(b) under the filing of Act after the Final Prospectus, together with the Base Prospectus. Applicable Time. "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) under the Act and deemed part of such registration statement pursuant to Rule 430B, 430A under the Act, as amended on each Effective Date at the Applicable Time and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes effective prior to the Closing Date, shall also mean such registration statement as so amended, in each amended or such Rule 462(b) Registration Statement, as the case including any SEC Reports incorporated therein. may be. "Rule 158", "Rule 163", "Rule 164", "Rule 172", "Rule 405", "Rule 415", "Rule 424", "Rule 430B" 430A Information" shall mean information with respect to the Securities and "Rule 433" refer the offering thereof permitted to such rules be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A 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. -29- 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 Agreement and your acceptance shall represent a binding agreement among between the Company Company, the Selling Stockholder and the several Underwriters. View More