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| Colorado | 75-2811855 | |||||
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508 West Wall Street,
300
79705
508 West Wall Street,
300
79705
th Floor
effective.
Large accelerated filer | Accelerated filer | Non-accelerated filer | Smaller reporting company | |||||||||||||||||
| (Do not check if a smaller reporting company) | ||||||||||||||||||||
Title of Securities (1) | Aggregate offering price (2) | Amount of registration fee (3) | ||||||
Common Stock | -- | -- | ||||||
Preferred Stock | -- | -- | ||||||
Depositary Shares | -- | -- | ||||||
Debt Securities | -- | -- | ||||||
Rights | -- | -- | ||||||
Units | -- | -- | ||||||
Warrants | -- | -- | ||||||
Total | $ | 150,000,000 | $ | 20,460 | ||||
Title of Securities (1) | Aggregate offering price (2) | |||||||||||||
Amount of | ||||||
| Common Stock | -- | |||||||||||||
| Preferred Stock | -- | -- | ||||||||||||
| Depositary Shares | -- | -- | ||||||||||||
| Debt Securities | -- | -- | ||||||||||||
| Rights | -- | -- | ||||||||||||
| Units | -- | -- | ||||||||||||
| Warrants | -- | -- | ||||||||||||
Guarantee of | -- | -- | ||||||||||||
| Total | $150,000,000 | $13,905 (5) |
| Exact Name of Additional Registrant as Specified in its Charter | State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification No. | ||||||||||||
NGSG Properties, LLC(1) | Colorado | N/A | ||||||||||||
We may offer these securitiesor in amounts, at prices and on terms determined at the time of offering. We may sell the securities directlyseparate offerings; to you, through agents we select, or through underwriters, dealers and agents; or directly to purchasers. The names of any underwriters, dealers we select. If we useor agents underwriters or dealers to sellinvolved in the sale of our securities, we will name them and describe their compensation and any over-allotment options held by them will be described in athe applicable prospectus supplement.
See the section titled “Plan of Distribution.”
FORWARD-LOOKING STATEMENTS......................................................................................................... | |||||||||||
ABOUT THIS PROSPECTUS .......................................................................................................................... | |||||||||||
INFORMATION ABOUT NATURAL GAS SERVICES GROUP, | |||||||||||
RISK FACTORS............................................................................................................................................... | |||||||||||
SECURITIES WE MAY OFFER ...................................................................................................................... | |||||||||||
DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK .......................................................... | |||||||||||
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES ................................................................... | |||||||||||
DESCRIPTION OF DEPOSITARY SHARES ................................................................................................. | |||||||||||
DESCRIPTION OF | |||||||||||
DESCRIPTION OF RIGHTS ............................................................................................................................ | |||||||||||
DESCRIPTION OF UNITS ............................................................................................................................... | |||||||||||
USE OF PROCEEDS ......................................................................................................................................... | |||||||||||
PLAN OF DISTRIBUTION .............................................................................................................................. | |||||||||||
LEGAL MATTERS ........................................................................................................................................... | |||||||||||
EXPERTS ........................................................................................................................................................... | |||||||||||
TRANSFER AGENT AND REGISTRAR ........................................................................................................ | |||||||||||
WHERE YOU CAN FIND MORE INFORMATION ....................................................................................... | |||||||||||
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE ....................................................... | |||||||||||
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terrorism; and
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•aggregate principal amount or aggregate offering price;
•maturity;
•original issue discount, if any;
•rates and times of payment of interest, dividends or other payments, if any;
•redemption, conversion, exchange, settlement or sinking fund terms, if any;
•conversion, exchange or settlement prices or rates, if any, and, if applicable, any provisions for changes to or adjustments in the conversion, exchange or settlement prices or rates and in the securities or other property receivable upon conversion, exchange or settlement;
•ranking;
•restrictive covenants, if any;
•voting or other rights, if any; and
•important federal income tax considerations.
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information in the prospectus supplement or the related free writing prospectus; provided that if
•applicable fees, discounts and commissions to be paid to them;
•details regarding over-allotment options, if any; and
•the net proceeds to us.
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destination or to assist with the production of oil.
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Bylaws.
outstanding awards.
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•the number of shares we are offering and purchase price per share;
•the liquidation preference, if any;
•the terms on which dividends, if any, will be paid;
•the voting rights, if any, on the shares of the series;
•the terms and conditions, if any, on which the shares of the series shall be convertible into, or exchangeable for, shares of any other class or classes of capital stock;
•the terms on which the shares may be redeemed, if at all;
•any listing of the preferred stock on any securities exchange or market;
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•a discussion of any material or special United States federal income tax considerations applicable to the preferred stock; and
•any or all other preferences, rights, restrictions, including restrictions on transferability, and qualifications of shares of the series
The prospectus supplement relating to a preferred stock offering will contain a description of the specific terms of that series as fixed by our Board of Directors.
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General
We may, at our option, elect to offer fractional shares or multiple shares of preferred
The shares of any series of preferred stock represented by depositary shares will be deposited under a deposit agreement between us and a bank or trust company selected by us having its principal office in the United States and having a combined capital and surplus of at least $50,000,000, as preferred stock depositary. Each owner of a depositary share will be entitled to all the rights and preferences of the underlying preferred stock, including dividend, voting, redemption, conversion and liquidation rights, in proportion to the applicable fraction of a share of preferred stock represented by the depositary share.
Dividends and Other Distributions
The preferred stock depositary will distribute all cash dividends or other cash distributions received in respect of the deposited preferred stock to the record holders of depositary shares relating to the underlying preferred stock in proportion to the number of the depositary shares owned by the holders.
The preferred stock depositary will distribute any property received by it other than cash to the record holders of depositary shares entitled to these distributions. If the preferred stock depositary determines that it is not feasible to make a distribution, it may, with our approval, sell the property and distribute the net proceeds from the sale to the holders of the depositary shares.
Conversion or Exchange of Preferred Stock
If a series of preferred stock represented by depositary shares is subject to conversion or exchange, the applicable prospectus supplement will describe the rights or obligations of each record holder of depositary receipts to convert or exchange the depositary shares.
Redemption of Preferred Stock
If we redeem a series of preferred stock represented by depositary shares, the depositary shares will be redeemed from the proceeds received by the preferred stock depositary resulting from the redemption, in whole or in part, of the applicable series of preferred stock. The depositary shares will be redeemed by the preferred stock depositary at a price per depositary share equal to the applicable fraction of the redemption price per share payable in respect of the shares of preferred stock so redeemed.
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Whenever we redeem shares of preferred stock held by the preferred stock depositary, the preferred stock depositary will redeem as of the same date the number of depositary shares representing shares of preferred stock so redeemed. If fewer than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by the preferred stock depositary by lot or ratably or by any other equitable method as the preferred stock depositary decides.
Withdrawal of Preferred Stock
Unless the related depositary shares have previously been called for redemption, any holder of depositary shares may receive the number of whole shares of the related series of preferred stock and any money or other property represented by those depositary shares after surrendering the related depositary receipts at the corporate trust office of the preferred stock depositary. Holders of depositary shares making these withdrawals will be entitled to receive whole shares of preferred stocklisted on the basis set forth in the prospectus supplement or other offering materials for that series of preferred stock.
However, holders of whole shares of preferred stock will not be entitled to deposit that preferred stockNYSE under the deposit agreement or to receive depositary shares for that preferred stock after withdrawal. If the depositary shares surrendered by the holder in connection with withdrawal exceed the number of depositary shares that represent the number of whole shares of preferred stock to be withdrawn, the preferred stock depositary will deliver to that holder at the same time new depositary receipts evidencing the excess number of depositary shares.
Voting Deposited Preferred Stock
When the preferred stock depositary receives notice of any meeting at which the holders of any series of deposited preferred stock are entitled to vote, the preferred stock depositary will mail the information contained in the notice to the record holders of the depositary shares relating to the applicable series of preferred stock. Each record holder of the depositary shares on the record date will be entitled to instruct the preferred stock depositary to vote the amount of the preferred stock represented by the holder’s depositary shares. To the extent possible, the preferred stock depositary will vote the amount of the series of preferred stock represented by depositary shares in accordance with the instructions it receives.
We will agree to take all reasonable actions that the preferred stock depositary determines are necessary to enable the preferred stock depositary to vote as instructed. The preferred stock depositary will vote all shares of any series of preferred stock held by it proportionately with instructions received if it does not receive specific instructions from the holders of depositary shares representing that series of preferred stock.
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Amendment and Termination of the Deposit Agreement
The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may at any time be amended by agreement between us and the preferred stock depositary. However, any amendment that imposes additional charges or materially and adversely alters the existing rights of the holders of depositary shares will not be effective unless the amendment has been approved by the holders of at least a majority of the affected depositary shares then outstanding. Holders who retain their depositary shares after the amendment becomes effective will be deemed to agree to the amendment and will be bound by the amended deposit agreement. The deposit agreement automatically terminates if:
all outstanding depositary shares have been redeemed;
each share of preferred stock has been converted into or exchanged for common stock; or
a final distribution in respect of the preferred stock has been made to the holders of depositary shares in connection with any liquidation, dissolution or winding up of our company.
We may terminate the deposit agreement at any time and the preferred stock depositary will give notice of that termination to the record holders of all outstanding depositary receipts not less than 30 days prior to the termination date. In that event, the preferred stock depositary will deliver or make available for delivery to holders of depositary shares, upon surrender of the related depositary receipts, the number of whole or fractional shares of the related series of preferred stock as are represented by those depositary shares.
No fees, charges and expenses of the preferred stock depositary or any agent of the preferred stock depositary or of any registrar will be payable by any person other than us, except for any taxes and other governmental charges and except as provided in the deposit agreement. If the preferred stock depositary incurs fees, charges or expenses for which it is not otherwise liable at the election of a holder of depositary shares or other person, that holder or other person will be liable for those fees, charges and expenses.
Resignation and Removal of Depositary
The preferred stock depositary may resign at any time by delivering to us notice of its intent to do so, and we may at any time remove the preferred stock depositary. Any resignation or removal will take effect upon the appointment of a successor preferred stock depositary and its acceptance of the appointment. A successor preferred stock depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000.
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Miscellaneous
The preferred stock depositary will forward all reports and communications from us which are delivered to the preferred stock depositary and which we are required to furnish to the holders of the deposited preferred stock.
Neither we nor the preferred stock depositary will be liable if it is prevented or delayed by law or any circumstances beyond its control in performing its obligations under the deposit agreement. Our obligations and that of the preferred stock depositary under the deposit agreement will be limited to performance with honest intentions of our and their duties under the agreement and we and they will not be obligated to prosecute or defend any legal proceeding in respect of any depositary shares, depositary receipts or shares of preferred stock unless satisfactory indemnity is furnished. We and the preferred stock depositary may rely upon written advice of counsel or accountants, or upon information provided by holders of depositary shares or other persons believed to be competent and on documents believed to be genuine.
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General
Debt securitiesparticipate
The following description is a summary of the material provisions of the indenture. It does not restate the indenture in its entirety. The indenture is governed by the Trust Indenture Act of 1939. Themay be important to you. Capitalized terms of the debt securities include those statedused in the indenture and those made part ofsummary have the indenture by reference to the Trust Indenture Act. We urge you to read the indenture because it, and not this description, defines your rights as a holder of the debt securities.
The indenture contains no covenant or provision which affords debt holders protectionmeanings specified in the event of a highly leveraged transaction.
Indentures.
The indenture provides that weseparate series may issue debt securitiesbe issued thereunder from time to time in one or more series by resolution of our board of directors or by means ofwithout limitation as to aggregate principal amount. We may specify a supplemental indenture, and that we may denominate the debt securities and make them payable in foreign currencies. The indenture does not limit themaximum aggregate principal amount for the Debt Securities of debt securities that can be issued thereunder. Theany series. We will determine the terms and conditions of the Debt Securities, including the maturity, principal and interest. Unless indicated in a prospectus supplement forapplicable to a series of debt securitiesDebt Securities, the Debt Securities may be our secured or unsecured obligations.
the title and denominations of the debt securities of the series;
the
interest rate that the rate or rates, which may be fixed or variable, at which the debt securities of the series shallDebt Securities will bear interest, if any, or the method of calculating and/or resetting such rate or rates of interest;
the dates from which such interest shall accrue or the method by which such dates shall be determined and the basis upon which interest shall be calculated;
the interest payment dates for the series of debt securities orDebt Securities;
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the place or places where the principal and interest on the series of debt securities will be payable;
the terms and conditions upon which debt securities of the seriesDebt Securities may be redeemed, in whole or in part, at our option or otherwise;
our obligation, if any, to redeem, purchase, or repay debt securities of the series pursuant to
the terms, if any, upon which the debt securities of the series may be convertible into or exchanged for other securities, including, among other things, the initial conversion or exchange price or rate and the conversion or exchange period;
if the amount of principal, premium, if any, or interest with respect to the debt securities of the series may be determined with reference to an index or formula, the manner in which such amounts will be determined;
if any payments on the debt securities of the series are to be made in a currency or currencies (or by reference to an index or formula) other than that in which such securities are denominated or designated to be payable, the currency or currencies (or index or formula) in which such payments are to be made and the terms and conditions of such payments;
any changes or additions to the provisions of the indenture dealing with defeasance, including any additional covenants that may be subject to our covenant defeasance option;
the currency or currencies in which payment of the principal and premium, if any, and interest with respect to debt securities of the series will be payable, or in which the debt securities of the series shall be denominated, and the particular provisions applicable thereto in accordance with the indenture;
(10)the portion of the principal amount, of debt securitiesif less than all, of the series whichDebt Securities that will be payable upon declaration of acceleration or provable in bankruptcy orof the method by which such portion or amount shall be determined;
the identity of any trustees, authenticating or paying agents, transfer agents or registrars;
the applicability of, and (14)any addition to or change in the covenants currently set forth in the indenture;
the subordination, if any, of the debt securities of the series and terms of the subordination;
whether securities of the series shall be issuable as registered securities or bearer securities (with or without interest coupons), and any restrictionsIndenture applicable to the offering, sale or delivery of such bearer securitiesDebt Securities; and the terms upon which such bearer securities of a series may be exchanged for registered securities, and vice versa; and
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HoldersIndenture, except as permitted by clause (12) of debt securitiesthe first paragraph under the caption “—Modification and Waiver.”
Senior Debt
We may issue senior debt securities under the indenture and any coupons that will constitute part of our senior debt. Unless otherwise set forthnamed in the applicable indenture supplementprospectus supplement. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each Place of Payment for the Debt Securities of each series.
Subordinated Debt
We may issue subordinated debt securities under the indenture and any coupons that will constitute part of such subordinated debt. These subordinated debt securities will be subordinate and junior in right of payment, to the extent andregistered in the manner set forthname of a Depositary or its nominee identified in the indenture and any applicable indenture supplement, to all of our senior indebtedness.
If this prospectus is being delivered in connection with a series of subordinated debt securities, the accompanying prospectus supplement or the information incorporated by reference will set forth the approximate amount of senior indebtedness, if any, outstanding as of the end of our most recent fiscal quarter.
Senior Subordinated Debt
We may issue senior subordinated debt securities under the indenture and any coupons that will constitute part of our senior subordinated debt. These senior subordinated debt securities will be, to the extent and in the manner set forth in the indenture, subordinate and junior in right of payment to all of our “senior indebtedness” and senior to our other subordinated debt.
Interest Rate
Debt securities that bear interest will do so at a fixed rate or a floating rate. We may sell, at a discount below the stated principal amount, any debt securities which bear no interest or which bear interest at a rate that at the time of issuance is below the prevailing market rate. The relevant prospectus supplement, will describe the special United States federal income tax considerations applicable to:
any discounted debt securities; and
any debt securities issued at par which are treated as having been issued at a discount for United States federal income tax purposes.
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Registered Global Securities
We may issue registered debt securities of a series in the form of onebe deposited with such Depositary or more fully registered global securities. We will deposit the registered global security with a depositarynominee or with a nominee for a depositary identified in the prospectus supplement relating to such series. The global security or global securities will representits custodian and will bear a legend regarding the restrictions on exchanges and registration of transfer thereof referred to below and any such other matters as may be in a denomination or aggregate denominations equalprovided for pursuant to the portionapplicable Indenture.
the depositaryname of any Person other than the Depositary for the registered global security to a nominee of the depositary;
by a nominee of the depositary to the depositary or another nominee of the depositary; and
by the depositarysuch Global Security or any nominee of such Depositary unless:
The prospectus supplement relating to a series of debt securities will describe the specific terms of the depositary arrangement concerningGlobal Security or any portion of that series of debt securities to be represented by a registered global security. We anticipate that the following provisions will generally apply to all depositary arrangements.
Upon the issuance of a registered global security, the depositary will credit, on its book-entry registration and transfer system, the principal amounts of the debt securities represented by the registered global security to the accounts of persons that have accounts with the depositary. These persons are referred to as “participants.” Any underwriters, agents or debtors participating in the distribution of debt securities represented by the registered global security will designate the accounts to be credited. Only participants or persons that hold interests through participantsthereof will be able to beneficially own interestsregistered in a registered global security. The depositary for a global security will maintain records of beneficial ownership interests in a registered global security for participants. Participants or persons that hold through participants will maintain records of beneficial ownership interests in a global security for persons other than participants. These records will besuch names as the only means to transfer beneficial ownership in a registered global security.
The laws of some statesDepositary may require that specified purchasers of securities take physical delivery of the securities in definitive form. These laws may limit the ability of those persons to own, transfer or pledge beneficial interests in global securities.
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Sodirect.
mayGlobal Security will not be entitled to have the debt securities represented by a registered global securitysuch Global Security or any Debt Securities that it represents registered in their names;
names, will not receive or be entitled to receive physical delivery of debt securities represented by a registered global securitycertificated Debt Securities in definitive form;exchange for those interests and
will not be considered to be the owners or holdersHolders of debt securities represented by a registered global securitysuch Global Security or any Debt Securities that it represents for any purpose under the indenture.
Accordingly, each person owningDebt Securities or the applicable Indenture. All payments on a beneficial interest in a registered global security must rely on the procedures of the depositary for the registered global security and, if the person is not a participant, on the procedures of the participant through which the person owns its interests, to exercise any rights of a holder under the indenture applicableGlobal Security will be made to the registered global security.
We understand that, under existing industry practices, if we request any action of holders, or if an owner of a beneficial interest in a registered global security desires to give or take any action which a holder is entitled to give or take under the indenture, the depositary for the registered global security would authorize the participants holding the relevant beneficial interests to give or take the action, and the participants would authorize beneficial owners owning through the participants to give or take the action or would otherwise act upon the instructions of beneficial owners holding through them.
Payment of Interest on and Principal of Registered Global Securities
We will make principal, premium, if any, and interest payments on debt securities represented by a registered global security registered in the name of a depositary or its nominee to the depositaryDepositary or its nominee, as the registered ownercase may be, as the Holder of the registered global security. The laws of some jurisdictions may require that some purchasers of Debt Securities take physical delivery of such Debt Securities in certificated form. These laws may impair the ability to transfer beneficial interests in a Global Security.
for any aspect of the Depositary’s or any participant’s records relating to, or for payments made on account of, beneficial ownership interests in such registered global security;
a Global Security, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests;
any other matter relating to the actions and practices of the depositary, its nominee or any of its participants.
We expect that the depositary, upon receipt of any payment of principal, premium or interest in respect of the global security, will immediately credit participants’ accounts with payments in amounts proportionate to their beneficial interests in the principal amount of a registered global security as shown on the depositary’s records. We also expect that payments by participants to owners of beneficial interests in a registered global security held through participants will be governed by standing instructions and customary practices. This is currently the case with the securities held for the accounts of customers registered in “street name.” Such payments will be the responsibility of participants.
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We may issue debt securities in definitive form in exchange for the registered global security if both of the following occur:
the depositary for any debt securities represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Securities Exchange Act of 1934; and
we do not appoint a successor depositary within 90 days.
In addition, we may, at any time, determine not to have any of the debt securities of a series represented byDebt Security (or one or more Predecessor Securities) is registered global securities. In this event,at the close of business on the Regular Record Date for such interest.
Our Covenants
The indenture includes covenants by us, including among other things that we will make all payments of principal and interest atPerson entitled thereto as such address appears in the times and places required. The board resolution or supplemental indenture establishing each series of debt securities may contain additional covenants, including covenants which could restrict our right to incur additional indebtedness or liens and to take certain actions with respect to our businesses and assets.
Events of Default
Security Register. Unless otherwise indicated in the applicable prospectus supplement, the followingcorporate trust office of the Trustee under the Senior Indenture in The City of New York will be events of default under the indenturedesignated as sole Paying Agent for payments with respect to Senior Debt Securities of each series, and the corporate trust office of debt securities issuedthe Trustee under the indenture:
failureSubordinated Indenture in The City of New York will be designated as the sole Paying Agent for payment with respect to pay when dueSubordinated Debt Securities of each series. Any other Paying Agents initially designated by us for the Debt Securities of a particular series will be named in the applicable prospectus supplement. We may at any interest ontime designate additional Paying Agents or rescind the designation of any debt securityPaying Agent or approve a change in the office through which any Paying Agent acts, except that we will be required to maintain a Paying Agent in each Place of that series that continuesPayment for 30 days;
failure
default
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any other event of default specified inSignificant Subsidiary or, if a Subsidiary Guarantor has guaranteed the series, such Subsidiary Guarantor; and
Except asheld by a final non-appealable order or judgment of a court of competent jurisdiction to certain eventsbe unenforceable or invalid or ceases for any reason to be in full force and effect (other than in accordance with the terms of bankruptcy, insolvency or similar proceedings affecting us and except as provided in the applicable prospectus supplement, ifIndenture) or any eventSubsidiary Guarantor or any Person acting on behalf of default shall occur and be continuingany Subsidiary Guarantor denies or disaffirms such Subsidiary Guarantor’s obligations under its Subsidiary Guarantee (other than by reason of a release of such Subsidiary Guarantor from its Subsidiary Guarantee in accordance with the terms of the applicable Indenture).
payable, together with any accrued and unpaid interest thereon. After any such acceleration and its consequences, but before a judgment or decree based on acceleration, has been obtained by the trustee, the holdersHolders of a majority in aggregate principal amount of each affectedthe Outstanding Debt Securities of that series of debt securities may, waive all defaults with respect to such series andunder certain circumstances, rescind and annul such acceleration if all eventsEvents of default,Default with respect to that series, other than the non-payment of accelerated principal (or other specified amount), have been cured or waived as provided in the applicable Indenture. For information as to waiver of defaults, see “—Modification and Waiver” below.
No holderpowers under the applicable Indenture at the request or direction of any debt securitiesof the Holders, unless such Holders have offered to such Trustee reasonable security or
Debt Security or, if applicable, to convert such Debt Security.
add guarantees
add any additional Eventscovenants of Default;
provideus or the Subsidiary Guarantors for the succession of another person pursuant to the provisions of the indenture relating to consolidations, mergers and sales of assets and the assumption by such successor of our covenants, agreements, and obligations, or to otherwise comply with the provisions of the indenture relating to consolidations, mergers, and sales of assets;
surrender any right or power conferred upon us under the indenture or to add to our covenants further covenants, restrictions, conditions or provisions for the protectionbenefit of the holders of all or any series of debt securities;
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add to or change any of the provisions of the indenture to permit the defeasance and discharge of anymore series of debt securities pursuant to the indenture;
change, or eliminate any of the provisions of the indentureDebt Securities, provided that any such addition, change or elimination (a) shall become effective only when there are no debt securities outstandingneither (i) apply to any Debt Security of any series created prior to the execution of such supplemental indenture
evidence and provide forentitled to the acceptancebenefit of appointment by a successor or separate trustee; and
establishsuch provision nor (ii) modify the form or termsrights of debt securitiesthe Holder of any seriessuch Debt Security with respect to such provision or (b) shall become effective only when there is no such Debt Security Outstanding.
Withapplicable Trustee with the consent of the holdersHolders of at least a majority in principal amount of debt securitiesthe Outstanding Debt Securities of each series affected by such supplemental indenture (each series voting as one class), we and the trustee may enter into onemodification or more supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the indenture or modifying in any manner the rights of the holders of debt securities of each such series.
Notwithstanding our rights and the rights of the trustee to enter into one or more supplemental indentures with the consent of the holders of debt securities of the affected series as described above,amendment; provided, however, that no such supplemental indenture to be entered into after issuance of the debt securities shall,modification or amendment may, without the consent of the holderHolder of each outstanding debt security of theOutstanding Debt Security affected series, among other things:
release
impair
modify the ranking or priority of the securities;
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make any change that adversely affects the relative rightsfor waiver of holders of subordinated debt securitiescertain defaults;
Exceptan offer to the extent set forthpurchase Debt Securities from any Holder that has been made pursuant to a covenant in a supplemental indenturesuch Indenture, modify such covenant with respect to such offer in a manner adverse to such Holder.
In addition, we have a “legal defeasance option” (pursuant to which we may terminate, with respectDebt Securities not delivered to the debt securities of a particular series, all of our obligations under such debt securities and the indenture with respect to such debt securities) and a “covenant defeasance option” (pursuant to which we may terminate, with respect to the debt securities of a particular series, our obligations with respect to such debt securities under certain specified covenants contained in the indenture). If we exercise our legal defeasance option with respect to a series of debt securities, payment of such debt securities may not be accelerated because of an event of default. If we exercise our covenant defeasance option with respect to a series of debt securities, payment of such debt securities may not be accelerated because of an event of default related to the specified covenants.
We may exercise our legal defeasance option or our covenant defeasance option with respect to the debt securities of a series only if we irrevocably deposit in trust with the trustee cash or U.S. government obligations (as defined in the indenture)Trustee for the payment ofcancellation, for principal, premium, if any, and accrued interest to the Stated Maturity or redemption date;
The trustee will holddeposit, in trust for the cashbenefit of the Holders of such Debt Securities, money or U.S. government obligations deposited with it as described above and will apply the deposited cash and the proceeds from deposited U.S. government obligations toGovernment Obligations, or both, which, through the payment of principal premium, if any, and interest in respect thereof in accordance with respecttheir terms, will provide money in an amount sufficient (in the opinion of a nationally recognized firm of independent public accountants) to pay the principal of and any premium and interest on such Debt Securities on the respective Stated Maturities in accordance with the terms of the applicable Indenture and such Debt Securities. Such covenant defeasance may occur only if we have delivered to the debt securitiesapplicable Trustee an Opinion of Counsel to the defeased series. In the caseeffect that Holders of subordinated debt securities, the money and U.S. government obligations held in trustsuch Debt Securities will not be subject to the subordination provisions of the indenture.
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Mergers, Consolidations and Certain Sales of Assets
Under the proposed form of indenture, we may not (1) consolidate withrecognize gain or merge into any other person or entity or permit any other person or entity to consolidate with or merge into us in a transaction in which we are not the surviving entity, or (2) transfer, lease or dispose of all or substantially all of our assets to any other person or entity unless:
the resulting, surviving or transferee entity shall be a corporation organized and existing under the laws of the United States or any state thereof and such resulting, surviving or transferee entity shall expressly assume, by supplemental indenture, all of our obligations under the debt securities and the indenture;
immediately after giving effect to such transaction (and treating any indebtedness which becomes an obligation of the resulting, surviving or transferee entityloss for federal income tax purposes as a result of such transactiondeposit and covenant defeasance and will be subject to federal income tax on the same amount, in the same manner and at the same times as havingwould have been incurred bythe case if such entitydeposit and covenant defeasance were not to occur, and the requirements set forth in clauses (2), (3) and (4) above are satisfied. If we exercise this option with respect to any series of Debt Securities and such Debt Securities were declared due and payable because of the occurrence of any Event of Default, the amount of money and U.S. Government Obligations so deposited in trust would be sufficient to pay amounts due on such Debt Securities at the time of their respective Stated Maturities but may not be sufficient to pay amounts due on such transaction), no defaultDebt Securities upon any acceleration resulting from such Event of Default. In such case, we would remain liable for such payments.
we shall have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with the indenture.
Governing Law
The indenture and the debt securities will be governed by the laws of the State of New York.
23- •the number and terms of sections titled “Where You Can Find More Information” and “Information Incorporated by Reference.” securities offered from time to time pursuant to this prospectus and any prospectus supplement, and the precise amounts and timing of the application of net proceeds from the sale of those securities, will depend upon our funding requirements. If we elect at the time of an issuance of our securities to make different or more specific use of proceeds than described in this prospectus, such use will be described in the prospectus supplement relating to those securities. these methods. We may sell together (1) through (2) directly to purchasers, including our affiliates and stockholders, (3) through (4) through a combination of any of these agents. businesses. 80129. this prospectus. offer and sale is not permitted. Securities and Exchange Commission Fee Filing & Printing Expense Legal Fees Accountants’ Fees Miscellaneous Fees and Expenses Total II-4No Personal Liability of Directors, Officers, Employees and ShareholdersStockholders-No director, officer, employee, incorporator, stockholder, member, manager, partner or shareholdertrustee of Natural Gas Services Group,the Company or any Subsidiary Guarantor, as such, shall have any liability for any obligations of Natural Gas Services Groupthe Company or any Subsidiary Guarantor under the debt securitiesDebt Securities, the Indentures or the indentureany Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation, solely by reason of his, her, or its status as director, officer, incorporator or shareholder of Natural Gas Services Group.creation. By accepting a debt security,Debt Security, each holder waivesHolder shall be deemed to have waived and releasesreleased all such liability, but only such liability. The waiver and release areshall be a part of the consideration for issuancethe issue of the debt securities. Nevertheless, suchDebt Securities. The waiver may not be effective to waive liabilities under the federal securities laws, and it has beenis the view of the Securities and Exchange CommissionSEC that such a waiver is against public policy.ConversionNoticesNotices to Holders of Debt Securities will be given by mail to the addresses of such Holders as they may appear in the Security Register.Title We, the Subsidiary Guarantors, the Trustees and any agent of us, the Subsidiary Guarantors or Exchange Rightsa Trustee may treat the Person in whose name a Debt Security is registered as the absolute owner of the Debt Security (whether or not such Debt Security may be overdue) for the purpose of making payment and for all other purposes.Any debt securities issuedGoverning LawThe Indentures and the Debt Securities will be governed by, and construed in accordance with, the law of the State of New York.The TrusteeWe will enter into the Indentures with a Trustee that is qualified to act under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and with any other Trustees chosen by us and appointed in a supplemental indenture for a particular series of Debt Securities. We may be convertible intomaintain a banking relationship in the ordinary course of business with our Trustee and one or exchangeable for sharesmore of our equity securities. Theits affiliates.Resignation or Removal of Trustee. If the Trustee has or acquires a conflicting interest within the meaning of the Trust Indenture Act, the Trustee must either eliminate its conflicting interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and the applicable Indenture. Any resignation will require the appointment of a successor Trustee under the applicable Indenture in accordance with the terms and conditions of such conversionIndenture.The Trustee may resign or exchange will be set forth in the applicable prospectus supplement. Such terms may include, among others, the following:the conversion or exchange price;the conversion or exchange period;-23-provisions regarding our ability or that of the holder to convert or exchange the debt securities;events requiring adjustment to the conversion or exchange price; andprovisions affecting conversion or exchange in the event of our redemption of such debt securities.Concerning the TrusteeThe indenture provides that there may be more than one trusteeremoved by us with respect to one or more series of debt securities. If there are different trustees for different series of debt securities, each trustee willDebt Securities and a successor Trustee may be a trusteeappointed to act with respect to any such series. The holders of a trust under a supplemental indenture separate and apart frommajority in aggregate principal amount of the trust administered byDebt Securities of any other trustee under such indenture. Except as otherwise indicated in this prospectus or any prospectus supplement, any action permitted to be taken by a trusteeseries may be taken byremove the trustee onlyTrustee with respect to the one or more seriesDebt Securities of debt securities for which itsuch series.-24-Limitations on Trustee if It is the trustee under an indenture. Any trustee under the indenture or a supplemental indenture may resign or be removed with respect to one or more series of debt securities. All payments of principal of, premium, if any, and interest on, and all registration, transfer, exchange, authentication and delivery of (including authentication and delivery on original issuance of the debt securities), the debt securities of a seriesOur Creditor. Each Indenture will be effected by the trustee with respect to such series at an office designated by the trustee.The indenture containscontain certain limitations on the right of the trustee, shouldTrustee, in the event that it become abecomes our creditor, of Natural Gas Services Group, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. IfCertificates and Opinions to Be Furnished to Trustee. Each Indenture will provide that, in addition to other certificates or opinions that may be specifically required by other provisions of an Indenture, every application by us for action by the trustee acquiresTrustee must be accompanied by an interestofficers’ certificate and an opinion of counsel stating that, conflictsin the opinion of the signers, all conditions precedent to such action have been complied with by us.DESCRIPTION OF DEPOSITARY SHARESWe may offer fractional interests in shares of preferred stock rather than full shares of preferred stock. In that event, depositary receipts will be issued to evidence depositary shares, each of which will represent a fraction of a share of a particular series of preferred stock, as described in the prospectus supplement relating to the particular issue of depositary shares.The shares of preferred stock represented by depositary shares will be deposited under a deposit agreement between us and a depositary that is a bank or trust company, as depositary, that we select as set forth in the prospectus supplement relating to the particular issue of depositary shares. Unless otherwise specified in the prospectus supplement relating to a particular issue of depositary shares, each owner of a depositary share will be entitled, in proportion to the applicable fraction of a share of preferred stock represented by such depositary share, to all the rights and preferences of the shares of preferred stock represented by such depositary share, including dividend and liquidation rights and any right to convert the shares of preferred stock into common stock.We will describe the terms of any depositary shares we offer and the related depositary agreement, as well as the terms of the shares of preferred stock represented thereby, in the prospectus supplement relating to the particular issue of depositary shares.DESCRIPTION OF WARRANTSWe may issue warrants that entitle the holder to purchase common stock, preferred stock, debt securities or other securities. Warrants may be issued independently or together with common stock, preferred stock, debt securities or other securities offered by any prospectus supplement and may be attached to or separate from any such offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent, all as will be set forth in the prospectus supplement relating to the particular issue of warrants. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any dutiesholders of warrants or beneficial owners of warrants.-25-The following summary of certain provisions of the warrants does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all provisions of the warrant agreements.Reference is made to the prospectus supplement relating to the particular issue of warrants offered pursuant to such prospectus supplement for the terms of and information relating to such warrants, including, where applicable:•the number of shares of common stock purchasable upon the exercise of warrants to purchase common stock and the price at which such number of shares of common stock may be purchased upon such exercise;•the number of shares and series of preferred stock purchasable upon the exercise of warrants to purchase preferred stock and the price at which such number of shares of such series of preferred stock may be purchased upon such exercise;•the designation, aggregate principal amount, denominations and terms of the series of debt securities purchasable upon exercise of warrants to purchase debt securities and the price at which such debt securities may be purchased upon such exercise;•the number of other securities purchasable upon exercise of the warrants to purchase such other securities and the price at which such securities may be purchased upon exercise;•the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;•United States federal income tax consequences applicable to such warrants;•the amount of warrants outstanding as of the most recent practicable date; and•any other terms of such warrants.Warrants will be offered and exercisable for United States dollars only. Warrants will be issued in registered form only. The exercise price for warrants will be subject to adjustment in accordance with respectthe applicable prospectus supplement.Each warrant will entitle the holder thereof to purchase such number of shares of common stock, preferred stock or other securities or such principal amount of debt securities at such exercise price as shall in each case be set forth in, or calculable from, the prospectus supplement relating to the warrants, which exercise price may be subject to adjustment upon the occurrence of certain events as set forth in such prospectus supplement. After the close of business on the expiration date, or such later date to which such expiration date may be extended by us, unexercised warrants will become void. The place or places where, and the manner in which, warrants may be exercised shall be specified in the prospectus supplement relating to such warrants.-26-Prior to the exercise of any warrants to purchase common stock, preferred stock, debt securities or other securities, holders of such warrants will not have any of the rights of holders of such common stock, preferred stock, debt securities or other securities, as the case may be, purchasable upon such exercise, including the right to receive payments of dividends, if any, on the common stock or preferred stock purchasable upon such exercise, or to receive payments of principal of, premium, if any, or interest, if any, on the debt securities the trustee is requiredpurchasable upon such exercise or to either resign or eliminate such conflicting interest to the extent andenforce covenants in the manner provided by theapplicable indenture.Limitations on Issuance of Bearer Debt SecuritiesDebt securities in bearer form are subject to special U.S. tax requirements and may not be offered, sold, or delivered within the United States or its possessions or to a U.S. person, except in certain transactions permitted by U.S. tax regulations. Investors should consult the relevant prospectus supplement, in the event that bearer debt securities are issued for special procedures and restrictions that will apply to such an offering.-24-DESCRIPTION OF RIGHTSWe may issue rights to purchase debt securities,our common stock, preferred stock, common stockdebt securities or depositary shares. These rights may be issuedoffered independently or together with any other security offered hereby and may or may not be transferable by the shareholderstockholder receiving the rights in such offering. In connection with any offering of such rights, we may enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers may be required to purchase any securities remaining unsubscribed for after such offering.Each series ofThe prospectus supplement relating to any rights we offer, if any, will, be issued under a separate rights agreement which we will enter into with a bank or trust company, as rights agent, all as set forth into the extent applicable, prospectus supplement. The rights agent will act solely as our agent in connection with the certificatesinclude specific terms relating to the rights and will not assumeoffering, including some or all of the following:•the price, if any, obligationfor the rights;•the exercise price payable for our common stock, preferred stock, debt securities or relationshipdepositary shares upon the exercise of agency or trust with any holders of rights certificates or beneficial owners of rights. We will file the rights agreement and the rights certificates relating to each series of rights with the Securities and Exchange Commission, and incorporate them by reference as an exhibit to the registration statement of which this prospectus is a part on or before the time we issue a series of rights.The applicable prospectus supplement will describe the specific terms of any offering of rights for which this prospectus is being delivered, including the following:the date of determining the shareholders entitled to the rights distribution;•the number of rights issued or to be issued to each shareholder;stockholder;the exercise price payable for each share of debt securities, preferred stock, common stock or other securities upon the exercise of the rights;the shares ofour common stock, preferred stock, debt securities preferred stock, common stock or other securitiesdepositary shares which may be purchased per each right;•the extent to which the rights are transferable;•any other terms of the rights, including the terms, procedures and limitations relating to the exchange and exercise of the rights;•the date on which the holder’s abilityright to exercise the rights shall commence, and the date on which the rights shall expire;•the extent to which the rights may include an over-subscription privilege with respect to unsubscribed securities;securities or an over-allotment privilege to the extent the securities are fully subscribed; and•if applicable, the material terms of any standby underwriting or purchase arrangement enteredwhich we may enter into by us in connection with the offering of such rights; andrights.any other terms of the rights, including the terms, procedures, conditions and limitations relating to the exchange and exercise of the rights.-27-The description in the applicable prospectus supplement of any rights that we may offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable rights certificate, which will be filed with the SecuritiesSEC if we offer rights. We urge you to read the applicable rights certificate and Exchange Commission.-25-DESCRIPTION OF UNITSWe may issue units consistingcomprised of one or more debtof the other classes of securities sharesdescribed in this prospectus in any combination. Each unit will be issued so that the holder of common stock or preferred stock, warrants or any combinationthe unit is also the holder of such securities.each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The units may be issued under unit agreements to be entered into between us and a unit agent, as detailed in the prospectus supplement relating to the units being offered. The prospectus supplement will describe the terms of any units we issue, including as applicable:describe:•the designation and terms of the units and of the securities included incomprising the units;units, including whether and under what circumstances the securities comprising the units may be held or transferred separately;•a description of the terms of any provisionunit agreement governing the units;•a description of the provisions for the issuance, payment, settlement, transfer or exchange of the units;the date, if any, on and after which the units may be transferable separately;whether we will apply to have the units traded on •a securities exchange or securities quotation system;anydiscussion of material United States federal income tax consequences;considerations, if applicable; andhow, for United States federal income tax purposes, the purchase price paid for•whether the units is to be allocated among the component securities.We may issue warrants for the purchase of debt securities, common stock, preferred stock or other securities. Warrants mayif issued as a separate security will be issued independentlyin fully registered or together with debt securities, common stock, preferred stock or other securities offered byglobal form.The descriptions of the units in this prospectus and in any prospectus supplement and may be attached to or separate from any such offered securities. Seriesare summaries of warrants may be issued under a separate warrant agreement entered into between us and a bank or trust company, as warrant agent, all as will be set forth in the prospectus supplement relating to the particular issue of warrants. The warrant agent would act solely as our agent in connection with the warrants and would not assume any obligation or relationship of agency or trust for or with any holders of warrants or beneficial owners of warrants.You should refer to thematerial provisions of the warrant agreementapplicable agreements. These descriptions do not restate those agreements in their entirety and may not contain all the information that you may find useful. We urge you to read the applicable agreements because they, and not the summaries, define your rights as holders of the units. For more information, please review the forms of the relevant agreements, which will be filed with the Securities and Exchange Commission in connection withSEC promptly after the offering of warrants forunits and will be available as described in the complete terms of the warrant agreement.Prior to the exercise of any warrants, holders of such warrants will not have any rights of holders of the securities purchasable upon such exercise, including the right to receive payments of dividends, or the right to vote such underlying securities.USE OF PROCEEDSUnlessExcept as may be stated in the applicable prospectus supplement, states otherwise, we expectintend to use the net proceeds we receive from any sales of the sale of our securities by us under this prospectus and any accompanying prospectus supplement for general corporate purposes, including, but not limited to,which may include, among other things:•capital expenditures associated with our rental fleet;•potential future acquisitions of companiescompanies;•reduction or assets, repaymentrefinancing of existing indebtednessdebt or other corporate obligations; and for-28-•additions to our working capital. As of the date of this prospectus, we have not identified as probable any specific material proposed uses of these proceeds. If, as of the date of any prospectus supplement, we have identified any such uses, we will describe them in the prospectus supplement. The amount of our-26-RATIO OF EARNINGS TO FIXED CHARGESIf we offer debt securities and/or preference equity securities under this prospectus, then we will, at that time, provide a ratio of earnings to fixed charges and/or ratio of combined fixed charges and preference dividends to earnings, respectively, in the applicable prospectus supplement for such offering.PLAN OF DISTRIBUTIONWe may sell the offered securities covered by this prospectus from timein and outside the United States pursuant to time. Registrationunderwritten public offerings, negotiated transactions, block trades or a combination of the securities covered by this prospectus does not mean, however, that those securities will necessarily be offered or sold.theour securities separately or together: one or more underwriters or dealers, in a public offering and sale by them;investors;agents;agents ormethods of sale.We may sellmethods. The prospectus supplement will include the securities from time to time:in one or more transactions at a fixed price or prices, which may be changed from time to time;at market prices prevailing at the times of sale;at prices related to such prevailing market prices; orat negotiated prices.We will describe the method of distribution of the securities and •the terms of the offering in offering;•the prospectus supplement.Anynames of any underwriters or agents;•the name or names of any managing underwriter or underwriters;•the purchase price of the securities;•the estimated net proceeds to us from the sale of the securities;•any delayed delivery arrangements;•any underwriting discounts, commissions and other items constituting underwriters' compensation;•any discounts or concessions allowed or re-allowedreallowed or paid to dealers may be changed from timedealers; and•any commissions paid to time.-29-Sale Through Underwriters or DealersIf underwriters are used in the sale of any securities,or a firm commitment basis, the underwriters will acquire the securities will be acquired by the underwriters for their own account andfor resale to the public. The underwriters may also be resoldengaged to sell our securities on a best efforts basis. The underwriters may resell the securities from time to time in one or more transactions, described above. Theincluding negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Underwriters may offer securities may be either offered to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Generally,Unless we inform you otherwise in the underwriters’prospectus supplement and except as described below, the obligations of the underwriters to purchase the securities will be subject to conditions-27-precedent and thecertain conditions. The underwriters will be obligatedmay change from time to purchase all of the securities if they purchasetime any of the securities. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.We may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase the securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions we pay for solicitation of these contracts.We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement or in a post-effective amendment.Underwriters, dealers and agents may be entitled to indemnification by us against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments made by the underwriters, dealers or agents, under agreements between us and the underwriters, dealers and agents.We may grant underwriters who participate in the distribution of securities an option to purchase additional securities to cover over-allotments, if any, in connection with the distribution.Underwriters, dealers or agents may receive compensation in the form of discounts, concessions or commissions from us or our purchasers, as their agents in connection with the sale of securities. These underwriters, dealers or agents may be considered to be underwriters under the Securities Act of 1933. As a result, discounts, commissions or profits on resale received by the underwriters, dealers or agents may be treated as underwriting discounts and commissions. The prospectus supplement will identify any such underwriter, dealer or agent and describe any compensation received by them from us. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.Unless otherwise specified indealers.During and after an offering through underwriters, the related prospectus supplement, all securities we offer, other than common stock, will be new issues of securities with no established trading market. Any underwriters may make a market in these securities, but will not be obligated to do sopurchase and may discontinue any market making at any time without notice. Any common stock sold pursuant to a prospectus supplement will be listed for trading on the New York Stock Exchange-28-or other principal market for our common stock. We may apply to list any series of debt securities, preferred stock, depositary shares, rights, units or warrants on an exchange, but we are not obligated to do so. Therefore, there may not be liquidity or a trading market for any series of securities.Any underwriter may engage in over-allotment transactions, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases ofsell the securities in the open market after the distribution is completedmarket. These transactions may include overallotment and stabilizing transactions and purchases to cover syndicate short positions. Penalty bids permitpositions created in connection with the offering. The underwriters may also impose a penalty bid, which means that selling concessions allowed to reclaim a selling concession from a dealer whensyndicate members or other broker-dealers for the offered securities originally sold for their account may be reclaimed by the dealersyndicate if the offered securities are purchasedrepurchased by the syndicate in astabilizing or covering transaction to cover short positions. Thosetransactions. These activities may causestabilize, maintain or otherwise affect the market price of the offered securities, towhich may be higher than it wouldthe price that might otherwise be.prevail in the open market. If commenced, the underwriters may discontinue any of thethese activities at any time. We make no representation or predictionIf dealers are used, we will sell the securities to them as principals. The dealers may then resell the securities to the directionpublic at varying prices determined by the dealers at the time of resale. The dealers participating in any sale of the securities may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities. We will include in the prospectus supplement the names of the dealers and the terms of the transaction.At-the-Market Offerings Underwriters or magnitudeagents could make sales in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act, which includes sales made directly on or through the NYSE, the existing trading market for our common stock, or sales made to or through a market maker other than on an exchange. To the extent that we make sales through one or more underwriters or agents in “at-the-market” offerings, we will do so pursuant to the terms of a sales agency financing agreement or other “at-the-market” offering arrangement with such underwriters or agents. If we engage in at-the-market sales pursuant to any such agreement, we will issue and sell securities through one or more underwriters or agents, which may act on an agency basis or on a principal basis. During the term of any effectsuch agreement, we may sell securities on a daily basis in exchange transactions or otherwise as we agree with the underwriters or agents. The agreement will provide that any securities sold will be sold at prices related to the then prevailing market prices for such-30-securities. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this time. Pursuant to the terms of the agreement, we also may agree to sell, and the relevant underwriters or agents may agree to solicit offers to purchase, blocks of securities. The terms of each such agreement will be set forth in more detail in the applicable prospectus supplement and any related free writing prospectus. In the event that any underwriter or agent acts as principal, or any broker-dealer acts as underwriter, it may engage in certain transactions may have onthat stabilize, maintain, or otherwise affect the price of the securities. For a descriptionAny such activities will be described in the prospectus supplement or any related free writing prospectus relating to the transaction.Direct Sales and Sales Through AgentsWe may sell the securities directly. In this case, no underwriters or agents would be involved. We may also sell the securities through agents we designate from time to time. In the prospectus supplement, we will name any agent involved in the offer or sale of these activities, see the information underoffered securities, and we will describe any commissions payable by us to the heading “Underwriting”agent. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.We may sell the securities directly to institutional investors or “Planothers who may be deemed to be underwriters within the meaning of Distribution”the Securities Act with respect to any sale of those securities. We will describe the terms of any such sales in the prospectus supplement.Remarketing ArrangementsOffered securities may also be offered and sold, if so indicated in the applicable prospectus supplement.Underwriters, broker-dealerssupplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more remarketing firms, acting as principals for their own accounts or as agents who may become involvedfor us. Any remarketing firm will be identified and the terms of its agreements, if any, with us and its compensation will be described in the saleapplicable prospectus supplement. Remarketing firms may be deemed to be underwriters, as that term is defined in the Securities Act, in connection with the securities remarketed.Delayed Delivery ContractsIf we so indicate in the prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities from us at the common stockpublic offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The prospectus supplement will describe the commission payable for solicitation of those contracts.-31-General InformationWe may have agreements with the agents, dealers, underwriters and remarketing firms to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or to contribute with respect to payments that the agents, dealers, underwriters or remarketing firms may be required to make. Agents, dealers, underwriters and remarketing firms may be customers of, engage in transactions with, andor perform other services for us in the ordinary course of their business for which they receive compensation.LEGAL MATTERSUnless otherwise indicated in the applicable prospectus supplement, Jones & Keller, P.C., Denver, Colorado will provide opinions regarding the authorization and validity of the securities. Jones & Keller, P.C. may also provide opinions regarding certain other matters. Any underwriters will also be advised about legal matters by their own counsel, which will be named in the prospectus supplement.EXPERTSOur 2020 consolidated financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2020, have been audited by Moss Adams LLP, an independent registered public accounting firm, as stated in their report included therein, which is incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.The consolidated financial statements as of December 31, 2011 and 20102019 and for each of the two years in the periodyear then ended December 31, 2011 and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2011 incorporated by reference in this Prospectus and in the Registration Statement have been so incorporated in reliance on the reportsreport of BDO USA, LLP, an independent registered public accounting firm, incorporated herein by reference, given upon the authority of such firm as experts in auditing and accounting.The financial statements for the year ended December 31, 2009 incorporated by reference into this Prospectus and in the Registration Statement by reference from our Annual Report on Form 10-K have been audited by Hein & Associates LLP, our former independent registered public accounting firm, given upon the authority of such firm as experts in auditing and accounting.-29-TRANSFER AGENT AND REGISTRAROur Transfer Agent and Registrar is Computershare Trust Company, Inc., 350 Indiana Street,8742 Lucent Blvd., Suite 800, Golden,225, Highlands Ranch, Colorado 80401.WHERE YOU CAN FIND MORE INFORMATION BY REFERENCE-Where You Can Find More Information32We file annual, quarterly and current reports, proxy statements and other information with the Commission. You may read and copy any reports, statements or other information we file with the Commission at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. Our Commission filings are also available to the public from commercial document retrieval services and at the Internet site maintained by the Commission atwww.sec.gov.-We have filed with the CommissionSEC a registration statement on Form S-3 relating tounder the Securities Act covering the securities coveredoffered by this prospectus. This prospectus does not contain all of the information that you can find in that registration statement and its exhibits. Certain items are omitted from this prospectus in accordance with the rules and regulations of the SEC. For further information with respect to us and the securities offered by this prospectus, reference is made to the registration statement and the exhibits filed with the registration statement. Statements contained in this prospectus as to the contents of any prospectus supplement. This prospectuscontract or other document referred to are not necessarily complete and in each instance such statement is aqualified by reference to each such contract or document filed with or incorporated by reference as part of the registration statementstatement. We are required to file annual and quarterly reports and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the site is http://www.sec.gov.You can also find our SEC filings through the investors relations section of our website at www.ngsgi.com. The information contained on our website or any other website is not incorporated by reference into this prospectus and does not contain all the information in the registration statement. Whenever a reference is made in this prospectus or any prospectus supplement to a contract or other document, the reference is only a summary and you should refer to the exhibits that areconstitute a part of the registration statement for a copy of the contract or other document. You may review a copy of the registration statement at the Commission’s public reference room in Washington, D.C., as well as through the Commission’s Internet site.INCORPORATION OF CERTAIN INFORMATION BY REFERENCEThe CommissionSEC allows us to “incorporate by reference” into this prospectus the information that we file with it,them, which means that we can disclose important information to you by referring you to those documents.documents previously filed with the SEC. The information incorporated by reference is considereddeemed to be part of this prospectus except for any information that is superseded by information included directly in this prospectus, and the information that we file later with the CommissionSEC will automatically update and supersede suchthis information. Any statement contained in this prospectus or a document incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that is incorporated by reference in this prospectus modifies or superseded the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You should not assume that the information in this prospectus is current as of the date other than the date on the cover page of this prospectus.The following documents filed with the CommissionSEC are hereby incorporated by reference into this prospectus:A.A.our Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2011;B.our Quarterly Report on Form 10-Q for the quarters ended March 31, 2012 and June 30, 2012;C.our Current Reports on Form 8-K filed on January 9, 2012, March 8, 2012, May 10, 2012, June 15, 2012, August 7, 2012 and October 11, 2012;D.the description of our Common Stock, par value $.01 per share, set forth in our Registration Statement on Form 8-A filed on July 17, 2002, including any amendment or report filed for the purpose of updating such description;-30-E.our Definitive Proxy Statement on Schedule 14A filed on April 27, 2012; andF.all documents filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement shall be deemed to be incorporated herein by reference and to be a part of this Registration Statement from the date of the filing of such documents until such time as there shall have been filed a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities remaining unsold at the time of such amendment.Our Internet address iswww.ngsgi.com. We make available free of charge, through the investor relations section of our website, Annual Reports on Form 10-K for the Fiscal Year Ended December 31, 2020, filed on March 31, 2021;B.our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 (filed on May 14, 2021), June 30, 2021 (filed on August 16, 2021) and September 30, 2021 (filed on November 12, 2021);C.our Current Reports on Form 8-K filed on February 10, 2021; March 24, 2021; March 30, 2021; April 5, 2021; May 11, 2021; May 13, 2021; June 22, 2021; August-33-11 2021 and amendments to those reportsOctober 2, 2021 (excluding any portion of such documents which are furnished and not filed with the SEC); andD.the description of our Common Stock, par value $0.01 per share, set forth in our Registration Statement on Form 8-A filed on July 17, 2002, including any amendment or furnishedreport filed for the purpose of updating such description.We are also incorporating by reference into this prospectus any additional documents that we may file with the SEC pursuant to SectionSections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable(excluding any information furnished and not filed with the SEC) after we electronically file such material with, or furnish it to, the securities and Exchange Commission. The informationdate on which appears on this web site is not part of this prospectus.This prospectus is part of athe registration statement that weincludes this prospectus was initially filed with the Commission. Upon written or oral request,SEC (including all such documents that we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the registration statement) and until all offerings under this registration statement are terminated shall be deemed to be incorporated in this prospectus by reference and to be a part hereof from the date of filing of such documents.We will provide without charge, to each person, including any beneficial owners of our securities,holder, to whom a copy of this prospectus is delivered, at no cost, upon written or oral request, a copy of any or all of the information that has been incorporated by reference in thisthe prospectus (other than exhibitsbut not delivered with the prospectus. You should direct any requests for documents to such documents, unless the exhibits are specificallyfollowing address or telephone number:Natural Gas Services Group, Inc.Attention: Investor Relations404 Veterans Airpark Lane, Suite 300Midland, Texas 79705(432) 262-2700 You should rely only on the information contained or incorporated by reference into this prospectus or in such documents). Your requests for copiesany prospectus supplement. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should be directednot rely on it. We are not making an offer to sell, or soliciting an offer to buy, securities in any jurisdiction where the Investor Relations, 508 West Wall Street, Suite 550, Midland, Texas 79701; telephone (432) 262-2700.DISCLOSURE OF COMMISSIONSEC POSITION ON INDEMNIFICATIONFOR SECURITIES ACT LIABILITIESInsofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of registrant pursuant to the above, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.-31--34-INFORMATION NOT REQUIRED IN PROSPECTUSITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION, ESTIMATED The following is a statement of the estimated costs and expenses, other than underwriting compensation, incurred or expected to be incurred by us in connection with the issuance and distribution of an assumed amount of $150,000,000 of securities being registered pursuant to this registration statement. The assumed amount has been used to demonstrate the costs and expenses of an offering of the entire assumed amount of securities being registered and does not represent an estimate of the amount of securities that may be offered because such amount is unknown at this time. All of the amounts shown are estimates except for the SEC registration fee. The amounts also assume no listing of any additional class of securities on the New York Stock Exchange that would require the payment of an additional listing fee. $ 20,460 $ 5,000 * $ 6,500 * $ 3,500 * $ 1,540 * $ 37,000 * Securities and Exchange Commission Fee $ 13,905 FINRA Filing Fees $ * Filing & Printing Expense $ * Legal Fees $ * Accountants’ Fees $ * Printing Expenses * Trustee’s Fees and Expenses * Transfer Agent Expenses * Miscellaneous Fees and Expenses $ * Total $ * * BecauseEstimated fees and expenses are not presently known. The foregoing sets forth the general categories of fees and expenses (other than underwriting discounts and commissions) that we anticipate we might incur in connection with an indeterminate amountoffering of securities is covered byunder this Registration Statement,registration statement. An estimate of the aggregate fees and expenses in connection with the issuance and distribution of the securities are not currently determinable. The expenses set forth above relate solely tobeing offered will be included in the preparation and filing of this Registration Statement.applicable prospectus supplement.ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 7-109-102 of the Colorado Business Corporation Act permits a Colorado corporation to indemnify any director against liability if such person acted in good faith and, in the case of conduct in an official capacity with the corporation, that the director’s conduct was in the corporation’s best interests and, in all other cases, that the director’s conduct was at least notII-1opposed to the best interests of the corporation or, with regard to criminal proceedings, the director had no reasonable cause to believe the director’s conduct was unlawful.Section 7-109-103 of the Colorado Business Corporation Act provides that, unless limited by its articles of incorporation, a Colorado corporation shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a director, against reasonable expenses incurred by him or her in connection with the proceeding.II-1Section 3 of Article IX of our articlesArticles of incorporationIncorporation, as amended, provides that we shall indemnify, to the maximum extent permitted by law in effect from time to time, any person who is or was a director, officer, agent, fiduciary or employee of ours against any claim, liability or expense arising against or incurred by such person made party to a proceeding because such person is or was a director, officer, agent, fiduciary or employee of ours or because such person is or was serving another entity as a director, officer, partner trustee, employee, fiduciary or agent at our request. We further have the authority to the maximum extent permitted by law to purchase and maintain insurance providing such indemnification.Article VI of our bylaws provides for the indemnification of certain persons.Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.At present, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents where indemnification will be required or permitted. Insofar as indemnification for liabilities arising under the Securities Act of 1933 Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act of 1933 Act and is, therefore, unenforceable.II-2ITEM 16.EXHIBITSExhibit No.EXHIBITS DescriptionExhibit No. Description 1.1 Form of Underwriting Agreement†Agreement † 3.1 Articles of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 of Form 10-QSB filed and dated November 10, 2004) 3.2 3.2Bylaws, as amended (Incorporated by reference to Exhibit 3.43.1 of the Registrant's Current Report on Form 8-K, filed with the SEC on February 10, 2021)4.1 Description of Securities (Incorporated by reference to the Registrant’s Registration Statement on Form SB-2, No. 333-88314)4.1Form of Senior Indenture (Incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-3, No. 333-161346,8-A, filed with the SEC on August 14, 2009)October 27, 2008.) 4.2 Form of Senior Indenture* 4.3 Form of Senior Note† 4.4 4.3Form of Subordinated Indenture (Incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-3, No. 333-161346, filed with the SEC on August 14, 2009)Indenture*4.5 4.4Form of Subordinated Note† 4.6 4.5Form of Deposit Agreement, including Form of Depositary Share† 4.7 4.6Form of Warrant Agreement, including Form of Warrant Certificate† 4.8 4.7Form of Unit Agreement† 4.9 4.8Form of Preferred Stock Certificate† 4.10 4.9Form of Certificate of Designation with respect to Preferred Stock† 4.11 4.10Rights Agreement, including Form of Rights Certificate† 5.1 Opinion of Jones & Keller, P.C. regarding the legality of the common stock being registered* * 23.1 Consent of Moss Adams, LLP* 23.2 Consent of BDO USA*23.2Consent of Hein & AssociatesUSA, LLP*23.3 Consent of Jones & Keller, P.C. (included(previously included in Exhibit 5.1)24.1 Power of Attorney (included(previously included on the signature page hereof)page) 25.1 Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended (to be incorporated herein by reference from a subsequent filing in accordance with section 304(b)(2) of the Trust Indenture Act of 1939.) * Filed herewith. † If applicable, to be subsequently filed by amendment or as an exhibit to a Current Report on Form 8-K and incorporated herein by reference. II-3ITEM 17. UNDERTAKINGS The undersigned registrant hereby undertakes:(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:i.To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;ii.To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; andiii.To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;i.To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;ii.To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; andiii.To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;provided, however, that(A)the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and(B)the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.(C)(A)the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and(B)the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.(C)Provided further, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the registration statement is for an offering of asset-backed securities on Form S-1 or Form S-3, and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB.Provided further, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the registration statement is for an offering of asset-backed securities on Form S-1 or Form S-3, and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB.
(4)
i.Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and ii.Each prospectus required to be filed pursuant to Rule 424(b)(2), (b) |
(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
II-6
(other (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
| NATURAL GAS SERVICES GROUP, INC. | |||||||||||
| By: | /s/ Stephen C. Taylor | ||||||||||
Stephen C. Taylor | |||||||||||
| Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||
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KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers or directors of the registrant, by virtue of their signatures to this registration statement appearing below, hereby constitute and appoint Stephen C. Taylor and G. Larry Lawrence, attorneys-in-fact in their names, place, and stead to execute any and all amendments to this registration statement in the capacities set forth opposite their names and hereby ratify all that said attorneys-in-fact may do by virtue hereof.
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/s/ Stephen C. Taylor Stephen C. Taylor |
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| Director, | |||||||||||||
| Chief Executive Officer, and President (Principal Executive Officer) | November 15, 2021 | |||||||||||||
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/s/ Micah C. Foster Micah C. Foster | ||||||||||||||
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/s/
David L. Bradshaw | Director | |||||||||||||
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John W. Chisholm | Director | |||||||||||||
II-9
EXHIBIT INDEX
/s/ Leslie A. Beyer Leslie A. Beyer |
| November 15, 2021 | ||||||||||||
/s/ Nigel J. Jenvey Nigel J. Jenvey | Director | November 15, 2021 |
| NGSG PROPERTIES, LLC | |||||||||||
| By: | /s/ Stephen C. Taylor | ||||||||||
| Stephen C. Taylor | |||||||||||
| Chief Executive Officer | |||||||||||
| Name and Signature | Title | Date | ||||||||||||
| /s/ Stephen C. Taylor | Chief Executive Officer, and President | November 15, 2021 | ||||||||||||
| Stephen C. Taylor | (Principal Executive Officer), Manager | |||||||||||||
/s/ Micah C. Foster | Chief Financial Officer (Principal Financial | November 15, 2021 | ||||||||||||
| Micah C. Foster | Officer and Principal Accounting Officer) | |||||||||||||
| Exhibit No. | Description | |||||||||||||
| Form of Underwriting | ||||||||||||||
| Articles of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 of Form 10-QSB filed and dated November 10, 2004) | ||||||||||||||
| Bylaws, as amended (Incorporated by reference to Exhibit | ||||||||||||||
| Description of Securities (Incorporated by reference to the Registrant’s Registration Statement on Form | ||||||||||||||
| Form of Senior Indenture* | ||||||||||||||
| Form of Senior Note† | ||||||||||||||
| Form of Subordinated | ||||||||||||||
| 4.5 | ||||||||||||||
| Form of Subordinated Note† | ||||||||||||||
| 4.6 | ||||||||||||||
| Form of Deposit Agreement, including Form of Depositary Share† | ||||||||||||||
| 4.7 | ||||||||||||||
| Form of Warrant Agreement, including Form of Warrant Certificate† | ||||||||||||||
| 4.8 | ||||||||||||||
| Form of Unit Agreement† | ||||||||||||||
| 4.9 | ||||||||||||||
| Form of Preferred Stock Certificate† | ||||||||||||||
| 4.10 | ||||||||||||||
| Form of Certificate of Designation with respect to Preferred Stock† | ||||||||||||||
| 4.11 | ||||||||||||||
| Rights Agreement, including Form of Rights Certificate† | ||||||||||||||
| Opinion of Jones & Keller, P.C. regarding the legality of the common stock being registered* | ||||||||||||||
| Consent of Moss Adams, LLP* | ||||||||||||||
| Consent of BDO | ||||||||||||||
| 23.3 | Consent of Jones & Keller, P.C. | |||||||||||||
| 24.1 | Power of Attorney | |||||||||||||
| page) | ||||||||||||||
| 25.1 | Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended (to be incorporated herein by reference from a subsequent filing in accordance with section 304(b)(2) of the Trust Indenture Act of 1939.) | |||||||||||||
| * | Filed herewith. | ||||
| † | If applicable, to be subsequently filed by amendment or as an exhibit to a Current Report on Form 8-K and incorporated herein by reference. |