Main Table of Contents
ADTV means the worldwide average daily trading volume during the two full calendar months immediately preceding, or any 60 consecutive calendar days ending within the 10 calendar days preceding, the filing of the registration statement; or, if there is no registration statement or if the distribution involves the sale of securities on a delayed basis pursuant to Rule 415 under the Securities Act, two full calendar months immediately preceding, or any consecutive 60 calendar days ending within the 10 calendar days preceding, the determination of the offering price.
Affiliated purchaser means:
Agent independent of the issuer means a
trustee or other person who is independent of the issuer. The agent shall
be deemed to be independent of the issuer only if:
Asset-backed security has the meaning contained in General Instruction I.B.5. to Form S-3.
At-the-market offering means an offering of securities at other than a fixed price.
Business day refers to a 24 hour period determined with reference to the principal market for the securities to be distributed, and that includes a complete trading session for that market.
Completion of participation in a distribution.
Securities acquired in the distribution for investment by any person participating
in a distribution, or any affiliated purchaser of such person, shall be
deemed to be distributed. A person shall be deemed to have completed its
participation in a distribution as follows:
Covered security means any security that is the subject of a distribution, or any reference security.
Current exchange rate means the current rate of exchange between two currencies, which is obtained from at least one independent entity that provides or disseminates foreign exchange quotations in the ordinary course of its business.
Distribution means an offering of securities, whether or not subject to registration under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence of special selling efforts and selling methods.
Distribution participant means an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or is participating in a distribution.
Electronic communications network has the meaning contained in Rule 11Ac1- 1(a)(8) under the Exchange Act.
Employee has the meaning contained in Form S-8.
Exchange Act means the Securities Exchange Act of 1934.
Independent bid means a bid by a person who is not a distribution participant, issuer, selling security holder, or affiliated purchaser.
NASD means the National Association of Securities Dealers, Inc. or any of its subsidiaries.
Nasdaq means the Nasdaq system as defined in Rule 11Ac1-2(a)(3) under the Exchange Act.
Nasdaq security means a security that is authorized for quotation on Nasdaq, and such authorization is not suspended, terminated, or prohibited.
Net purchases means the amount by which a passive market maker's purchases exceed its sales.
Offering price means the price at which the security is to be or is being distributed.
Passive market maker means a market maker that effects bids or purchases in accordance with the provisions of Rule 103.
Penalty bid means an arrangement that permits the managing underwriter to reclaim a selling concession from a syndicate member in connection with an offering when the securities originally sold by the syndicate member are purchased in syndicate covering transactions.
Plan means any bonus, profit-sharing, pension, retirement, thrift, savings, incentive, stock purchase, stock option, stock ownership, stock appreciation, dividend reinvestment, or similar plan; or any dividend or interest reinvestment plan or employee benefit plan as defined in Rule 405 under the Securities Act.
Principal market means the single securities market with the largest aggregate reported trading volume for the class of securities during the 12 full calendar months immediately preceding the filing of the registration statement; or, if there is no registration statement or if the distribution involves the sale of securities on a delayed basis pursuant to Rule 415, during the 12 full calendar months immediately preceding the determination of the offering price. For the purpose of determining the aggregate trading volume in a security, the trading volume of depositary shares representing such security shall be included, and shall be multiplied by the multiple or fraction of the security represented by the depositary share. For purposes of this paragraph, depositary share means a security, evidenced by a depositary receipt, that represents another security, or a multiple or fraction thereof, deposited with a depositary.
Prospective underwriter means a person:
Public float value shall be determined in the manner set forth on the front page of Form 10-K, even if the issuer of such securities is not required to file Form 10-K, relating to the aggregate market value of common equity securities held by non-affiliates of the issuer.
Reference period means the two full calendar months immediately preceding the filing of the registration statement or, if there is no registration statement or if the distribution involves the sale of securities on a delayed basis pursuant to Rule 415, the two full calendar months immediately preceding the determination of the offering price.
Reference security means a security into which a security that is the subject of a distribution ("subject security") may be converted, exchanged, or exercised or which, under the terms of the subject security, may in whole or in significant part determine the value of the subject security.
Restricted period means:
Securities Act means the Securities Act of 1933.
Selling security holder means any person on whose behalf a distribution is made, other than an issuer.
Stabilize or stabilizing means the placing of any bid, or the effecting of any purchase, for the purpose of pegging, fixing, or maintaining the price of a security.
Syndicate covering transaction means the placing of any bid or the effecting of any purchase on behalf of the sole distributor or the underwriting syndicate or group to reduce a short position created in connection with the offering.
30% ADTV limitation means 30 percent of the market maker's ADTV in a covered security during the reference period, as obtained from the NASD.
Underwriter means a person who has agreed
with an issuer or selling security holder:
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