Common use of Issuance of Series 2018-1 Class A-2 Notes Clause in Contracts

Issuance of Series 2018-1 Class A-2 Notes. The Series 2018-1 Class A-2 Notes may be offered and sold in the Series 2018-1 Class A-2 Initial Principal Amount on the Series 2018-1 Closing Date to the Initial Purchaser by the Co-Issuers pursuant to the Series 2018-1 Class A-2 Note Purchase Agreement. The Series 2018-1 Class A-2 Notes will be resold initially by the Initial Purchaser only (A) in the United States, to a Person that the Initial Purchaser reasonably believes to be a QIB in a transaction meeting the requirements of Rule 144A and that is not a Competitor, (B) outside the United States, to a Person that the Initial Purchaser reasonably believes not to be a U.S. person (as defined in Regulation S) (a “U.S. Person”) in an offshore transaction in reliance on the requirements of Regulation S and that is not a Competitor, or (C) to a Person that is the Initial Purchaser reasonably believes to be the Master Issuer or an affiliate of the Master Issuer. The Series 2018-1 Class A-2 Notes may thereafter be transferred in reliance on Rule 144A and/or Regulation S and in accordance with the procedure described herein. The Series 2018-1 Class A-2 Notes will be Book-Entry Notes and DTC will be the Depository for the Series 2018-1 Class A-2 Notes. The Applicable Procedures shall be applicable to transfers of beneficial interests in the Series 2018-1 Class A-2 Notes. The Series 2018-1 Class A-2 Notes shall be issued in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof.

Appears in 1 contract

Samples: Sonic Corp

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Issuance of Series 2018-1 Class A-2 Notes. (a) The Series 2018-1 Class A-2 Notes in the aggregate may be offered and sold in the Series 2018-1 Class A-2 Initial Principal Amount on the Series 2018-1 Closing Date to the Initial Purchaser by the Co-Issuers Issuer pursuant to the Series 2018-1 Class A-2 Note Purchase Agreement. The Series 2018-1 Class A-2 Notes will shall be resold initially by only to the Initial Purchaser only Issuer or its Affiliates or (A) in each case, to Persons who are not Competitors and (B) in the United States, to a Person that the Initial Purchaser reasonably believes to be a QIB Persons who are QIBs in a transaction meeting the requirements of reliance on Rule 144A and that is not a Competitor, or (BC) outside the United States, to a Person that the Initial Purchaser reasonably believes Persons who are not to be a U.S. person (as defined in Regulation S) (a “U.S. Person”) in an offshore transaction in reliance on the requirements of Regulation S and that is not a Competitor, or (C) to a Person that is the Initial Purchaser reasonably believes to be the Master Issuer or an affiliate of the Master Issuer. S. The Series 2018-1 Class A-2 Notes may thereafter be transferred in reliance on Rule 144A and/or Regulation S and in accordance with the procedure described herein. The Series 2018-1 Class A-2 Notes will shall be Book-Entry Notes and DTC will shall be the Depository for the Series 2018-1 Class A-2 Notes. The Applicable Procedures shall be applicable to transfers of beneficial interests in the Series 2018-1 Class A-2 Notes. The Series 2018-1 Class A-2 Notes shall be issued in minimum denominations of $200,000 25,000 and integral multiples of $1,000 in any whole number denomination in excess thereof.

Appears in 1 contract

Samples: Base Indenture (Driven Brands Holdings Inc.)

Issuance of Series 2018-1 Class A-2 Notes. The Series 2018-1 Class A-2 Notes in the aggregate may be offered and sold in the Series 2018-1 Class A-2 Initial Principal Amount on the Series 2018-1 Closing Date to the Initial Purchaser by the Co-Issuers Master Issuer pursuant to the Series 2018-1 Class A-2 Note Purchase Agreement. The Series 2018-1 Class A-2 Notes will be resold initially by only to the Initial Purchaser only Master Issuer or its Affiliates or (A) in each case, to Persons who are not Competitors, (B) in the United States, to a Person that the Initial Purchaser reasonably believes to be a QIB Persons who are QIBs in a transaction meeting the requirements of reliance on Rule 144A and that is not a Competitor, (BC) outside the United States, to a Person that the Initial Purchaser reasonably believes Persons who are not to be a U.S. person (as defined in Regulation S) (, a “U.S. Person”) in an offshore transaction in reliance on the requirements of Regulation S and that is not a Competitor, or (C) to a Person that is the Initial Purchaser reasonably believes to be the Master Issuer or an affiliate of the Master Issuer. S. The Series 2018-1 Class A-2 Notes may thereafter be transferred in reliance on Rule 144A and/or Regulation S and in accordance with the procedure described herein. The Series 2018-1 Class A-2 Notes will be Book-Entry Notes and DTC will be the Depository for the Series 2018-1 Class A-2 Notes. The Applicable Procedures shall be applicable apply to transfers of beneficial interests in the Series 2018-1 Class A-2 Notes. The Series 2018-1 Class A-2 Notes shall be issued in minimum denominations of $200,000 50,000 and integral multiples of $1,000 in excess thereof.

Appears in 1 contract

Samples: Base Indenture (Wendy's Co)

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Issuance of Series 2018-1 Class A-2 Notes. (a) The Series 2018-1 Class A-2 Notes in the aggregate may be offered and sold in the Series 2018-1 Class A-2 Initial Principal Amount on the Series 2018-1 Closing Date to the Initial Purchaser by the Co-Issuers Issuer pursuant to the Series 2018-1 Class A-2 Note Purchase Agreement. The Series 2018-1 Class A-2 Notes will shall be resold initially by only to the Initial Purchaser only a Co-Issuer or its Affiliates or (A) in each case, to Persons who are not Competitors and (B) in the United States, to a Person that the Initial Purchaser reasonably believes to be a QIB Persons who are QIBs in a transaction meeting the requirements of reliance on Rule 144A and that is not a Competitor, or (BC) outside the United States, to a Person that the Initial Purchaser reasonably believes Persons who are not to be a U.S. person (as defined in Regulation S) (a “U.S. Person”) in an offshore transaction in reliance on the requirements of Regulation S and that is not a Competitor, or (C) to a Person that is the Initial Purchaser reasonably believes to be the Master Issuer or an affiliate of the Master Issuer. S. The Series 2018-1 Class A-2 Notes may thereafter be transferred in reliance on Rule 144A and/or Regulation S and in accordance with the procedure described herein. The Series 2018-1 Class A-2 Notes will shall be Book-Entry Notes and DTC will shall be the Depository for the Series 2018-1 Class A-2 Notes. The Applicable Procedures shall be applicable to transfers of beneficial interests in the Series 2018-1 Class A-2 Notes. The Series 2018-1 Class A-2 Notes shall be issued in minimum denominations of $200,000 25,000 and integral multiples of $1,000 in any whole number denomination in excess thereof.

Appears in 1 contract

Samples: Driven Brands Holdings Inc.

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