Qualified Marketmaker Sample Clauses

Qualified Marketmaker. (a) A Qualified Marketmaker (as defined below) that acquires any of the Notes solely with the purpose and intent of acting as a Qualified Marketmaker for such Notes, shall not be required to execute and deliver a Joinder or otherwise agree to be bound by the terms and conditions set forth in this Agreement if such Qualified Marketmaker substantially concurrently with such acquisition transfers such Notes (by purchase, sale, assignment, participation, or otherwise) to a Consenting Noteholder or other permitted joining party that properly executes and delivers a Joinder pursuant to Section 3(f) hereof; and (b) to the extent any Party who has signed this Agreement is acting in its capacity as a Qualified Marketmaker, such Party may transfer any Note that it acquires from a holder of the Notes that is not a Consenting Noteholder to a transferee that is not a Consenting Noteholder at the time of such transfer without the requirement that such transferee be or become a Consenting Noteholder. For the purposes of this Agreement, “Qualified Marketmaker” means an entity that (x) holds itself out to the market as standing ready in the ordinary course of its business to purchase from customers and sell to customers claims against the Company (including debt securities or other debt) or enter with customers into long and short positions in claims against the Company (including debt securities or other debt), in its capacity as a dealer or market maker in such claims against the Company and (y) is in fact regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).
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Qualified Marketmaker. (a) A Qualified Marketmaker (as defined below) that acquires any of the Notes solely with the purpose and intent of acting as a Qualified Marketmaker for such Notes, shall not be required to execute and deliver a joinder or otherwise agree to be bound by the terms and conditions set forth in this Agreement if such Qualified Marketmaker substantially concurrently with such acquisition transfers such Notes (by purchase, sale, assignment, participation, or otherwise) to a Consenting Noteholder or other permited joining party that properly executes and delivers a joinder to this Agreement pursuant to Section 3(c); and (b) to the extent any Party who has signed this Agreement is acting in its capacity as a Qualified Marketmaker, such Party may transfer any Note that it acquires from a holder of the Notes that is not a Consenting Noteholder to a transferee that is not a Consenting Noteholder at the time of such transfer without the requirement that such transferee be or become a Consenting Noteholder. For the purposes of this Agreement, “Qualified Marketmaker” means an entity that
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Qualified Marketmaker. Notwithstanding anything contained in this Article IV to the contrary, (a) a PSA Creditor may Transfer any GO Interests, PBA Interests, or the PRIFA BANs to a Qualified Marketmaker, acting in its capacity as a Qualified Marketmaker, without the requirement that such Qualified Marketmaker be or become a PSA Creditor; provided that such Qualified Marketmaker subsequently Transfers all such GO Interests, PBA Interests, or the PRIFA BANs to a PSA Creditor or a Qualified Transferee within the date that is twenty (20) Business Days after such Qualified Marketmaker’s acquisition of such GO Interests, PBA Interests, or the PRIFA BANs, as the case may be; and (b) to the extent that a PSA Creditor is acting in its capacity as a Qualified Marketmaker, it may Transfer any GO Interests, PBA Interests, or the PRIFA BANs that the Qualified Marketmaker acquires from a holder of the GO Interests, PBA Interests, or the PRIFA BANs that is not a PSA Creditor without the requirement that the transferee be or become a PSA Creditor. A Qualified Marketmaker may, with the consent of the Government Parties, which consent shall not be unreasonably withheld, join this Agreement solely on behalf of a specific trading desk.
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Qualified Marketmaker. Notwithstanding anything herein to the contrary: (i) any Consenting Noteholder may Transfer any of its Notes to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker be or become a Consenting Noteholder; provided, however, that the Qualified Marketmaker subsequently Transfers all rights, title and interest in such Notes to a Transferee that is or becomes a Consenting Noteholder as provided above, and the Transfer documentation between the transferor Consenting Noteholder and such Qualified Marketmaker shall contain a requirement that provides as such; and (ii) to the extent any Consenting Noteholder is acting in its capacity as a Qualified Marketmaker, it may Transfer any Notes that it acquires from a holder of such Notes that is not a Consenting Noteholder without the requirement that the Transferee be or become a Consenting Noteholder. Notwithstanding the foregoing, if, at the time of the proposed Transfer of any Notes to a Qualified Marketmaker, such Notes (x) may be voted in the Consent Solicitation, the proposed transferor Consenting Noteholder must first vote such Notes in accordance with the requirements of Section 3(a) hereof, or (y) have not yet been and may not yet be voted in the Consent Solicitation and such Qualified Marketmaker does not Transfer such Claims and Interests to a subsequent Transferee prior to the fifth (5th) Business Day prior to the expiration of the deadline to vote in the Consent Solicitation (such date, the “Qualified Marketmaker Joinder Date”), such Qualified Marketmaker shall be required to (and the Transfer documentation between the transferor Consenting Lender and such Qualified Marketmaker shall have provided that the Qualified Marketmaker shall), on the first (1st) Business Day immediately following the Qualified Marketmaker Joinder Date, become a Consenting Noteholder with respect to such Notes in accordance with the terms hereof and vote such Notes in accordance with the requirements of Section 3(a) hereof (provided, that the Qualified Marketmaker shall automatically, and without further notice or action, no longer be a Consenting Noteholder with respect to such Notes at such time that a subsequent Transferee of such Notes becomes a Consenting Noteholder with respect to such Notes). For purpose of this Agreement, a “Qualified Marketmaker” means an entity that: (i) holds itself out to the market as standing ready in the ordinary course of business to...
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Qualified Marketmaker. Notwithstanding anything to the contrary in this Agreement, a Qualified Marketmaker that acquires (in its capacity as a Qualified Marketmaker, and not for investment purposes) any Senior Secured Notes, Senior Notes or Additional Indebtedness not already subject to the terms of this Agreement shall not be required to execute and deliver a Joinder Notice or otherwise agree to be bound by the terms and conditions set forth in this Agreement in respect of such Senior Secured Notes, Senior Notes or Additional Indebtedness if and for so long as those Senior Secured Notes, Senior Notes or Additional Indebtedness are held by the Qualified Marketmaker solely with the purpose and intent of acting as a Qualified Marketmaker for such Senior Secured Notes, Senior Notes or Additional Indebtedness. For the purposes of this Section “Qualified Marketmaker” means an entity that:
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Related to Qualified Marketmaker

  • Freedom to Trade in Company Securities The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.

  • Exchange Stock Market Clearance On the Closing Date, the Company’s shares of Common Stock, including the Firm Shares, shall have been approved for listing on the Exchange, subject only to official notice of issuance. On the first Option Closing Date (if any), the Company’s shares of Common Stock, including the Option Shares, shall have been approved for listing on the Exchange, subject only to official notice of issuance.

  • Acquiring Person An “Acquiring Person” shall mean any person (including any “person” as such term is used in Sections 13(d)(3) or 14(d)(2) of the Exchange Act that, together with all Affiliates and Associates of such person, is the beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of 10% or more of the outstanding Common Stock. The term “Acquiring Person” shall not include the Company, any majority-owned subsidiary of the Company, any employee benefit plan of the Company or a majority-owned subsidiary of the Company, or any person to the extent such person is holding Common Stock for or pursuant to the terms of any such plan. For the purposes of this Agreement, a person who becomes an Acquiring Person by acquiring beneficial ownership of 10% or more of the Common Stock at any time after the date of this Agreement shall continue to be an Acquiring Person whether or not such person continues to be the beneficial owner of 10% or more of the outstanding Common Stock.

  • Company is a Well-Known Seasoned Issuer (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Securities Act) made any offer relating to the Notes in reliance on the exemption of Rule 163 of the Securities Act, and (iv) as of the Execution Time, the Company was and is a “well known seasoned issuer” as defined in Rule 405 of the Securities Act. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act, that automatically became effective not more than three years prior to the Execution Time; the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form.

  • Reporting Company/Shell Company The Company is a publicly-held company subject to reporting obligations pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and has a class of Common Stock registered pursuant to Section 12(g) of the 1934 Act. Pursuant to the provisions of the 1934 Act, the Company has timely filed all reports and other materials required to be filed thereunder with the Commission during the preceding twelve months. As of the Closing Date, the Company is not a “shell company” but is a “former shell company” as those terms are employed in Rule 144 under the 1933 Act.

  • State Trading Enterprises The rights and obligations of the Parties in respect of state trading enterprises shall be governed by Article XVII of the GATT 1994 and the Understanding on the Interpretation of Article XVII of the GATT 1994, which are hereby incorporated into and made part of this Agreement.

  • Well-Known Seasoned Issuer (A) At the original effectiveness of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the 0000 Xxx) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the 1933 Act, and (D) as of the Applicable Time, the Company was and is a “well-known seasoned issuer” (as defined in Rule 405).

  • Obtaining Stock Exchange Listings The Company will from time to time take all commercially reasonable actions which may be necessary so that the Warrant Shares, immediately upon their issuance upon the exercise of Warrants, will be listed on the principal securities exchanges and markets within the United States of America, if any, on which other shares of Common Stock are then listed.

  • Unbundled Copper Loop – Non-Designed (UCL-ND 2.4.3.1 The UCL–ND is provisioned as a dedicated 2-wire metallic transmission facility from BellSouth’s Main Distribution Frame to a customer’s premises (including the NID). The UCL-ND will be a “dry copper” facility in that it will not have any intervening equipment such as load coils, repeaters, or digital access main lines (“DAMLs”), and may have up to 6,000 feet of bridged tap between the end user’s premises and the serving wire center. The UCL-ND typically will be 1300 Ohms resistance and in most cases will not exceed 18,000 feet in length, although the UCL-ND will not have a specific length limitation. For loops less than 18,000 feet and with less than 1300 Ohms resistance, the loop will provide a voice grade transmission channel suitable for loop start signaling and the transport of analog voice grade signals. The UCL-ND will not be designed and will not be provisioned with either a DLR or a test point. 2.4.3.2 The UCL-ND facilities may be mechanically assigned using BellSouth’s assignment systems. Therefore, the Loop Make Up process is not required to order and provision the UCL-ND. However, Lightyear can request Loop Make Up for which additional charges would apply. 2.4.3.3 At an additional charge, BellSouth also will make available Loop Testing so that Lightyear may request further testing on the UCL-ND. Rates for Loop Testing are as set forth in Exhibit B of this Attachment. 2.4.3.4 UCL-ND loops are not intended to support any particular service and may be utilized by Lightyear to provide a wide-range of telecommunications services so long as those services do not adversely affect BellSouth’s network. The UCL-ND will include a Network Interface Device (NID) at the customer’s location for the purpose of connecting the loop to the customer’s inside wire. 2.4.3.5 Order Coordination (OC) will be provided as a chargeable option and may be utilized when the UCL-ND provisioning is associated with the reuse of BellSouth facilities. Order Coordination -Time Specific (OC-TS) does not apply to this product. 2.4.3.6 Lightyear may use BellSouth’s Unbundled Loop Modification (ULM) offering to remove bridge tap and/or load coils from any loop within the BellSouth network. Therefore, some loops that would not qualify as UCL-ND could be transformed into loops that do qualify, using the ULM process.

  • Qualified Small Business Stock The Company shall use commercially reasonable efforts to cause those shares of Series A Preferred Stock that are Registrable Securities, as well as any shares of Common Stock into which such shares of Series A Preferred Stock are converted, within the meaning of Section 1202(f) of the Internal Revenue Code (the “Code”), to constitute “qualified small business stock” as defined in Section 1202(c) of the Code; provided, however, that such requirement shall not be applicable if the Board of Directors of the Company determines, in its good-faith business judgment, that such qualification is inconsistent with the best interests of the Company. The Company shall submit to its stockholders (including the Investors) and to the Internal Revenue Service any reports that may be required under Section 1202(d)(1)(C) of the Code and the regulations promulgated thereunder. In addition, within twenty (20) business days after any Investor’s written request therefor, the Company shall, at its option, either (i) deliver to such Investor a written statement indicating whether (and what portion of) such Investor’s interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of the Code or (ii) deliver to such Investor such factual information in the Company’s possession as is reasonably necessary to enable such Investor to determine whether (and what portion of) such Investor’s interest in the Company constitutes “qualified small business stock” as defined in Section 1202(c) of the Code.

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