Section 1145 Exemption. (a) The offering, issuance of, and the distribution under the Plan of the Finance Co Notes, Additional Quotient Limited Common Equity and the Newco Partnership Interests shall be exempt, without further act or actions by any Entity, from registration under the Securities Act, and all rules and regulations promulgated thereunder, and any other applicable securities laws to the fullest extent permitted by section 1145 of the Bankruptcy Code or, if section 1145 of the Bankruptcy Code is not applicable, pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act. To the extent section 1145 of the Bankruptcy Code is available, the Finance Co Notes, Additional Quotient Limited Common Equity and the Newco Partnership Interests may be resold without registration under the Securities Act or other federal securities laws by the recipients thereof, subject to (i) the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act, (ii) compliance with, or the limitations of, any rules and regulations of the Commission, if any, applicable at the time of any future transfer of such securities, (iii) the restrictions, if any, on the transferability of such securities under the terms of the Finance Co Notes Documents, or the New Organizational Documents, as applicable, and (iv) applicable regulatory approval. In addition, such section 1145 exempt securities generally may be resold without registration under state securities laws pursuant to various exemptions provided by the respective laws of the several states.
(b) Notwithstanding anything to the contrary in the Plan, no entity (including, for the avoidance of doubt, DTC) shall be entitled to require a legal opinion regarding the validity of any transaction contemplated by the Plan, including, for the avoidance of doubt, whether the initial sale and delivery by the issuer thereof to the Holders of Finance Co Notes, Additional Quotient Limited Common Equity and the Newco Partnership Interests is exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services. The Confirmation Order shall provide that DTC shall be required to accept and conclusively rely upon the Plan or Confirmation Order in lieu of a legal opinion regarding whether the Finance Co Notes, Additional Quotient Limited Common Equity and the Newco Partnership Interests is exempt from registration and/or el...
Section 1145 Exemption. To the maximum extent provided by section 1145 of the Bankruptcy Code and applicable non-bankruptcy law, the offering, issuance and distribution of the New Common Stock of the Debtor shall be exempt from, among other things, the registration and prospectus delivery requirements of section 5 of the Securities Act, and any other applicable state and federal law requiring registration and/or delivery of a prospectus prior to the offering, issuance, distribution or sale of securities, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act. In addition, any securities issued under the Plan shall be freely transferable under the Securities Act by the recipients thereof, subject to compliance with any rules and regulations of the U.S. Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Interests and applicable regulatory approval, if any.
Section 1145 Exemption. The Rights Offering Notes and the issuance of the New ABH Common Stock upon the conversion of such Rights Offering Notes and the distribution, transfer or exchange thereof in accordance with this Plan and the CCAA Plan shall be exempt from registration under applicable securities laws (including without limitation, Section 5 of the Securities Act or any similar state or local law requiring the registration for offer or sale of a security or registration or licensing of an issuer of a security) pursuant to section 1145(a) of the Bankruptcy Code, and may be sold without registration to the extent permitted under section 1145 of the Bankruptcy Code.
Section 1145 Exemption. To the maximum extent provided by section 1145 of the Bankruptcy Code and applicable non-bankruptcy law, the offering, issuance, and distribution of any Securities contemplated by the Plan and any and all settlement agreements incorporated herein, including the New Common Stock and New Overage Securities, shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act and any other applicable law requiring registration prior to the offering, issuance, distribution, or sale of Securities. In addition, under section 1145 of the Bankruptcy Code, any Securities contemplated by the Plan and any and all settlement agreements incorporated therein, including the New Common Stock and New Overage Securities, will be freely tradable by the recipients thereof, subject to (1) the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act, and compliance with any rules and regulations of the Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments; (2) the restrictions, if any, on the transferability of such Securities and instruments; and (3) applicable regulatory approval.
Section 1145 Exemption. Pursuant to section 1145 of the Bankruptcy Code, the offering, issuance, and distribution of the New Common Equity and the New Warrants, as contemplated by Article III.B hereof, shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act and any other applicable law requiring registration prior to the offering, issuance, distribution, or sale of Securities. In addition, under section 1145 of the Bankruptcy Code, such New Common Equity and the New Warrants will be freely tradable in the U.S. by the recipients thereof, subject to the provisions of (i) section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11) of the Securities Act, (ii) compliance with applicable securities laws and any rules and regulations of the Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments, and (iii) any restrictions in the Reorganized Debtors’ New Organizational Documents or Stockholders Agreement.
Section 1145 Exemption. The issuance of all securities under the Plan will be exempt from SEC registration under section 1145 of the Bankruptcy Code.
Section 1145 Exemption. Pursuant to section 1145(a) of the Bankruptcy Code, the shares of Reorganized Common Stock issued under the Plan shall be exempt from registration under section 5 of the Securities Act and may be resold by holders thereof without registration, unless the holder is an “underwriter” (as defined in section 1145(b)(l) of the Bankruptcy Code) with respect to such securities, in each case subject to the terms thereof, applicable securities laws and the Reorganized Constituent Documents, as applicable. As a result of: (i) the Reorganized Common Stock that will be distributed under the Plan to Medgenesis in satisfaction of the Medgenesis Claim; and (ii) the Reverse Stock Split, Medgenesis will own 85.67% of the authorized and issued Reorganized Common Stock of the Reorganized Debtor as of the Effective Date.
Section 1145 Exemption. Any securities issued pursuant to the Plan, other than securities purchased by Centex in connection with the Stock Purchase Agreement, will be issued pursuant to the exemption from securities registration set forth in section 1145 of the Bankruptcy Code.
Section 1145 Exemption. The issuance of the BBNA Warrants were issued in a manner exempt from registration under the 1933 Act pursuant to Section 1145 of the Bankruptcy Code, and the transfer of the BBNA Warrants and the issuance of the BBNA Shares upon exercise of the BBNA Warrants shall be freely-transferrable without registration.
Section 1145 Exemption. Pursuant to section 1145 of the Bankruptcy Code, the issuance of the Step-Up Senior Notes and the Equity Subscription Rights (including any Common Stock that any Holder of Senior Notes Claims may acquire as a result of the exercise thereof) as contemplated by Article IV.C and Article IV.D. shall be exempt from, among other things, the registration requirements of Section 5 of the Securities Act and any other applicable U.S. state or local law requiring registration prior to the offering, issuance, distribution, or sale of Securities. In addition, under section 1145 of the Bankruptcy Code, the Step-Up Senior Notes and the Equity Subscription Rights (including any Common Stock that any Holder of Senior Notes Claims may acquire as a result of the exercise thereof) will be freely tradable in the U.S. by the recipients thereof, subject to (1) the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in Section 2(a)(11) of the Securities Act, (2) compliance with applicable securities laws and any rules and regulations of the Securities and Exchange Commission, if any, applicable at the time of any future transfer of such Securities or instruments and subject to any restrictions in the Step-Up Senior Notes Indenture, and (3) any applicable regulatory approval.
