Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed by the Issuers pursuant to the Offering Memorandum and (ii) sold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers from time to time pursuant to one or more agreements in accordance with applicable law.
Appears in 23 contracts
Samples: Supplemental Indenture (EP Energy Corp), Indenture (Talos Energy Inc.), Exchange Agreement (Talos Energy Inc.)
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed by the Issuers Company pursuant to the Offering Memorandum and (ii) sold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers Company from time to time pursuant to one or more agreements in accordance with applicable law.
Appears in 19 contracts
Samples: Joinder Agreement (Caesars Entertainment, Inc.), Indenture (XPO, Inc.), Indenture (XPO, Inc.)
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed offered and sold by the Issuers Issuer pursuant to the Offering Memorandum Purchase Agreement and (ii) soldresold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers Issuer from time to time pursuant to one or more agreements in accordance with the Indenture and applicable law.
Appears in 17 contracts
Samples: Indenture (Intelsat S.A.), Supplemental Indenture (Intelsat S.A.), Intelsat (Intelsat S.A.)
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed by the Issuers Issuer pursuant to the Offering Memorandum and (ii) sold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers Issuer from time to time pursuant to one or more agreements in accordance with applicable law.
Appears in 10 contracts
Samples: Intercreditor Agreement (Adtalem Global Education Inc.), Supplemental Indenture (Talos Energy Inc.), Supplemental Indenture (Dollar Tree Inc)
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed offered and sold by the Issuers Company pursuant to the Offering Memorandum Purchase Agreement and (ii) soldresold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers Company from time to time pursuant to one or more agreements Purchase Agreements in accordance with applicable law.
Appears in 6 contracts
Samples: Indenture (Polypore International, Inc.), Indenture (Polypore International, Inc.), Indenture (Daramic, LLC)
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed offered and sold by the Issuers Issuer pursuant to the Offering Memorandum Purchase Agreement and (ii) soldresold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers from time to time pursuant to one or more agreements in accordance with applicable law.
Appears in 6 contracts
Samples: Fifth Supplemental Indenture (Keurig Dr Pepper Inc.), Sixth Supplemental Indenture (Keurig Dr Pepper Inc.), First Supplemental Indenture (Keurig Dr Pepper Inc.)
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed by the Issuers Issuer pursuant to the Offering Memorandum and (ii) sold, initially only to (1) persons reasonably believed to be QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, QIBs and purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. S. Additional Notes offered after the date hereof may be offered and sold by the Issuers Issuer from time to time pursuant to one or more agreements in accordance with applicable law.
Appears in 6 contracts
Samples: Supplemental Indenture (TopBuild Corp), Supplemental Indenture (Trimas Corp), Supplemental Indenture (Interface Inc)
Form and Dating; Global Notes. (a) The Initial Original Notes issued on the date hereof will be (i) privately placed offered and sold by the Issuers Company pursuant to the Offering Memorandum Purchase Agreement and (ii) soldresold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers Company from time to time pursuant to one or more purchase agreements in accordance with applicable law.
Appears in 3 contracts
Samples: Indenture (Tenneco Inc), Indenture (Tenneco Inc), Indenture (Metaldyne Performance Group Inc.)
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed offered and sold by the Issuers pursuant to the Offering Memorandum Purchase Agreement and (ii) soldresold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers from time to time pursuant to one or more agreements Purchase Agreements in accordance with applicable law.
Appears in 3 contracts
Samples: Supplemental Indenture (Rural Metro Corp /De/), Indenture (Graham Packaging Holdings Co), Graham Packaging Holdings Co
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed by the Issuers Issuer pursuant to the Offering Memorandum and (ii) sold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, QIBs and purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. S. Additional Notes offered after the date hereof may be offered and sold by the Issuers Issuer from time to time pursuant to one or more agreements in accordance with applicable law.
Appears in 3 contracts
Samples: Supplemental Indenture (Talos Energy Inc.), Supplemental Indenture (Talos Energy Inc.), Indenture (Coronado Global Resources Inc.)
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed by the Issuers Issuer pursuant to the Offering Memorandum and (ii) sold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers Issuer from time to time pursuant to one or more agreements in accordance with applicable law.
Appears in 3 contracts
Samples: Supplemental Indenture (Amn Healthcare Services Inc), Supplemental Indenture (Amn Healthcare Services Inc), Supplemental Indenture (Amn Healthcare Services Inc)
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed offered and sold by the Issuers Issuer pursuant to the Offering Memorandum Purchase Agreement and (ii) soldresold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers Issuer from time to time pursuant to one or more agreements Purchase Agreements in accordance with applicable law.
Appears in 3 contracts
Samples: Indenture (Harrahs Entertainment Inc), Rural Metro Corp /De/, Rural Metro Corp /De/
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed by the Issuers pursuant to the Offering Memorandum and (ii) sold, initially only to (1) in the United States to QIBs in reliance on Rule 144A and (2) outside the United States to Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers from time to time pursuant to one or more agreements in accordance with applicable law.
Appears in 2 contracts
Samples: Indenture (Mallinckrodt PLC), Exchange Agreement (Mallinckrodt PLC)
Form and Dating; Global Notes. (a) The Initial Original Notes issued on the date hereof will be (i) privately placed offered and sold by the Issuers Company pursuant to the Offering Memorandum Purchase Agreement and (ii) soldresold, initially only to (1) QIBs in reliance on Rule 144A and 144A, (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. S and (3) except as set forth below, AIs in accordance with Rule 501. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs AIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers Company from time to time pursuant to one or more purchase agreements in accordance with applicable law.
Appears in 2 contracts
Samples: Supplemental Indenture (Homefed Corp), Supplemental Indenture (Homefed Corp)
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed by the Issuers pursuant to the Offering Memorandum and (ii) sold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers from time to time pursuant to one or more agreements in accordance with applicable law.
Appears in 2 contracts
Samples: Supplemental Indenture (ADT, Inc.), Supplemental Indenture (ADT, Inc.)
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed offered and sold by the Issuers Issuer and Holdings pursuant to the Offering Memorandum Purchase Agreement and (ii) soldresold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers Issuer and Holdings from time to time pursuant to one or more agreements in accordance with the Indenture and applicable law.
Appears in 2 contracts
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed offered and sold by the Issuers Issuer pursuant to the Offering Memorandum Purchase Agreement and (ii) soldresold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers Issuer from time to time pursuant to one or more agreements in accordance with this Indenture and applicable law.
Appears in 2 contracts
Samples: Indenture (Intelsat S.A.), Indenture (Intelsat S.A.)
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed offered and sold by the Issuers Issuer pursuant to the Offering Memorandum Purchase Agreement and (ii) soldresold, initially only to (1) Persons reasonably believed to be QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers Issuer from time to time pursuant to one or more agreements Purchase Agreements in accordance with applicable law.
Appears in 2 contracts
Samples: Acceptable Intercreditor Agreement (Dave & Buster's Entertainment, Inc.), Indenture (At Home Group Inc.)
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed offered and sold by the Issuers Issuer pursuant to the Offering Memorandum Purchase Agreement and (ii) soldresold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, QIBs and purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers Issuer from time to time pursuant to one or more agreements in accordance with the Indenture and applicable law.
Appears in 2 contracts
Samples: Indenture (Intelsat S.A.), Indenture (Intelsat S.A.)
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed by the Issuers pursuant to the Offering Memorandum and (ii) sold, initially only to (1) in the United States to QIBs in reliance on Rule 144A or IAIs and (2) outside the United States to Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers from time to time pursuant to one or more agreements in accordance with applicable law.
Appears in 2 contracts
Samples: Supplemental Indenture (Mallinckrodt PLC), Supplemental Indenture (Mallinckrodt PLC)
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed by the Issuers Issuer pursuant to the Offering Memorandum and (ii) sold, initially only to (1) QIBs in reliance on Rule 144A and 144A, (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. S and (3) IAIs in reliance on Rule 506. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers Issuer from time to time pursuant to one or more agreements in accordance with applicable law.
Appears in 1 contract
Samples: Indenture (Gnoc Corp.)
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed by the Issuers pursuant to the Offering Memorandum and (ii) sold, issued initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. ). Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. One or more Rule 144A Notes may be issued with a separate CUSIP number for purposes of transfers of Notes to IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers Issuer from time to time pursuant to one or more agreements in accordance with applicable law.
Appears in 1 contract
Samples: Supplemental Indenture (Rackspace Technology, Inc.)
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed offered and sold by the Issuers Issuer pursuant to the Offering Memorandum Purchase Agreement and (ii) soldresold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs Accredited Investors in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers Issuer from time to time pursuant to one or more agreements Purchase Agreements in accordance with applicable law.
Appears in 1 contract
Samples: Indenture (Orbimage Inc)
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed by the Issuers Issuer pursuant to the Offering Memorandum and (ii) sold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, QIBs and purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. S. Additional Notes offered after the date hereof may be offered and sold by the Issuers Issuer from time to time pursuant to one or more agreements in accordance with applicable law.
Appears in 1 contract
Samples: Indenture (Manitowoc Co Inc)
Form and Dating; Global Notes. (a) The a)The Initial Notes issued on the date hereof will be (i) privately placed by the Issuers Company pursuant to the Offering Memorandum and (ii) sold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers Company from time to time pursuant to one or more agreements in accordance with applicable law.
Appears in 1 contract
Samples: Supplemental Indenture (G Iii Apparel Group LTD /De/)
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed by the Issuers Issuer pursuant to the Offering Memorandum Circular and (ii) sold, initially only to (1) QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers Issuer from time to time pursuant to one or more agreements in accordance with applicable law.
Appears in 1 contract
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed by the Issuers Issuer pursuant to the Offering Memorandum and (ii) sold, initially only to (1) QIBs in reliance on Rule 144A and 144A, (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. S and (3) AIs in reliance on Rule 506. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers Issuer from time to time pursuant to one or more agreements in accordance with applicable law.
Appears in 1 contract
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed by the Issuers pursuant to the Offering Memorandum and (ii) sold, initially only to (1) in the United States to QIBs in reliance on Rule 144A and (2) outside the United States to Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers from time to time pursuant to one or more agreements in accordance with applicable law.
Appears in 1 contract
Form and Dating; Global Notes. (a) The Initial Original Notes issued on the date hereof will be (i) privately placed offered and sold by the Issuers Issuer pursuant to the Offering Memorandum Purchase Agreement and (ii) soldresold, initially only to (1) persons reasonably believed to be QIBs in reliance on Rule 144A and (2) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, persons reasonably believed to be QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuers Issuer from time to time pursuant to one or more purchase agreements in accordance with applicable law.
Appears in 1 contract
Samples: Kronos Worldwide Inc