Eligible Rule 144A Offering definition

Eligible Rule 144A Offering means an offering of securities in the U.S. and/or other countries that meets the following conditions: (i) the securities are offered or sold in transactions exempt from registration under section 4(2) of the 1933 Act, Rule 144A thereunder, or Rules 501- 508 thereunder; (ii) the securities are sold to persons that the seller and any person acting on behalf of the seller reasonably believe to include qualified institutional buyers, as defined in Rule 144(a)(1); and (iii) the seller and any person acting on behalf of the seller reasonably believe that the securities are eligible for resale to other qualified institutional buyers pursuant to Rule 144A.
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Eligible Rule 144A Offering means an offering of securities that meets the following conditions:
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Eligible Rule 144A Offering means an offering of securities that meets the following conditions: (i) The securities are offered or sold in transactions exempt from registra- tion under section 4(2) of the Securities Act of 1933 [15 U.S.C. 77d(2)], rule 144A thereunder [§ 230.144A of this chapter], or rules 501–508 thereunder [§§ 230.501– 230.508 of this chapter]; (ii) The securities are sold to persons that the seller and any person acting on behalf of the seller reasonably be- lieve to include qualified institutional buyers, as defined in § 230.144A(a)(1) of this chapter; and (iii) The seller and any person acting on behalf of the seller reasonably be- lieve that the securities are eligible for resale to other qualified institutional buyers pursuant to § 230.144A of this chapter.
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Examples of Eligible Rule 144A Offering in a sentence

  • The securities are part of an issue registered under the Securities Act of 1933, as amended, which is being offered to the public, or are Eligible Municipal Securities, or are securities sold in an Eligible Foreign Offering or are securities sold in an Eligible Rule 144A Offering or part of an issue of government securities.

  • The securities are part of an issue registered under the Securities Act of 1933, as amended, which is being offered to the public, or are Eligible Municipal Securities, or are securities sold in an Eligible Foreign Offering or are securities sold in an Eligible Rule 144A Offering.

  • The amount of such securities purchased by all of the Portfolio and investment companies advised by the Adviser did not exceed 25% of any such class or, in the case of an Eligible Rule 144A Offering, 25% of the total of the principal amount of any class sold to Qualified Institutional Buyers plus the principal amount of such class in any concurrent public offering.

  • If the securities to be purchased are part of an issue registered under the 1933 Act that is being offered to the public, are Government Securities, or are purchased pursuant to an Eligible Foreign Offering or an Eligible Rule 144A Offering, the issuer of the securities shall have been in continuous operation for not less than three years, including the operations of any predecessors.

  • Check below if written statements of issuer, syndicate manager, or underwriter or seller of securities were relied upon to determine: ( the securities were sold in an Eligible Rule 144A Offering; ( compliance with the first condition, above, regarding time and price.

  • The securities are part of an issue registered under the Securities Act of 1933, which is being offered to the public, or are "municipal securities" as defined in Section 3(a)(29) of the Securities Act of 1934 or is part of an "Eligible Foreign Offering;" as defined in the Rule or an "Eligible Rule 144A Offering" as defined in the Rule.

  • Check below if written statements of issuer, syndicate manager, or underwriter or seller of securities were relied upon to determine: [ ] the securities were sold in an Eligible Rule 144A Offering; [ ] compliance with the first condition, above, regarding time and price.

  • For purposes of determining compliance with the Eligible Rule 144A Offering requirements, adviser/sub-adviser may reasonably rely upon written statements made by issuer, syndicate manager, underwriter or seller of the securities 17.

  • The securities are either (i) part of an issue registered under the Securities Act of 1933 that is being offered to the public or (ii) Eligible Municipal Securities, (iii) securities sold in an Eligible Foreign Offering or (iv) securities sold in an Eligible Rule 144A Offering.

  • Salomon Smith Barney UBS Warburg Co-Managers: ABN AMRO J.P. Morgan Merrill Lynch & Co. Morgan Stanley Dean Witter Name of Underwriter From which Purchased: UBS Warburg Title of Security: Sprint Capital Corp 144A Cusip#: 852060AQ5 Date of First Offering: 03/08/2002 Amount of Offering: 2,000MM Type of Offering: Eligible Rule 144A Offering Unit Price: 99.4430 Underwriting Spread, Commission, or Selling Concession: Spread at issue 307 basis points vs.


More Definitions of Eligible Rule 144A Offering

Eligible Rule 144A Offering meansan offering of securities that meets the following conditions:
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Related to Eligible Rule 144A Offering

  • Rule 144A means Rule 144A promulgated under the Securities Act.

  • Rule 144A Notes means all Notes offered and sold to QIBs in reliance on Rule 144A.

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • Rule 144A Securities means Securities of a series designated pursuant to Section 2.01 as entitled to the benefits of Section 4.03(b).

  • Rule 144A Letter As defined in Section 5.02(b).

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • SEC Rule 144 means Rule 144 promulgated by the SEC under the Securities Act.

  • Qualifying Offering means a private offering of *****’s equity securities (or securities convertible into or exercisable for *****’s equity securities) for cash (or in satisfaction of debt issued for cash) having its final closing on or after the date of this Agreement and which includes investment by one or more venture capital, professional angel, corporate or other similar institutional investors other than Stanford. For the avoidance of doubt, if ***** is a limited liability company, then “equity securities” means limited liability company interests in *****.

  • Regulation S Investor With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate pursuant to Regulation S.

  • Rule 144A Global Notes has the meaning set forth in Section 4.2(b)(i) of the Series 2018-1 Supplement.

  • Qualified Initial Public Offering means a public offering of the securities of Parent pursuant to an effective registration statement filed under the Securities Act, that is fully underwritten pursuant to a firm commitment contract and with respect to which the product of (a) the price to the public per share multiplied by (b) the aggregate number of offered shares will yield Net Offering Proceeds of at least $50,000,000.

  • Rule 144A Global Note has the meaning assigned to it in Section 2.1(d).

  • Rule 15c2-12 means Rule 15c2-12 under the Securities Exchange Act of 1934, as amended through the date of this Undertaking, including any official interpretations thereof.

  • Accredited Investors means “accredited investors” as defined in Rule 501(a)(1), (a)(2), (a)(3) or (a)(7) of Regulation D under the Securities Act.

  • Rule 144 means Rule 144 promulgated under the Securities Act.

  • Marketed Underwritten Offering means any Underwritten Offering (including a Marketed Underwritten Shelf Take-Down, but, for the avoidance of doubt, not including any Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down) that involves a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period of at least 48 hours.

  • Securities Act means the Securities Act of 1933, as amended.

  • Applicable Securities Law means (i) with respect to any offering of securities in the United States of America, or any other act or omission within that jurisdiction, the securities law of the United States, including the Exchange Act and the Securities Act, and any applicable law of any State of the United States, and (ii) with respect to any offering of securities in any jurisdiction other than the United States of America, or any related act or omission in that jurisdiction, the applicable laws of that jurisdiction.

  • SEC Rule means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934.

  • Qualified Equity Offering means the sale and issuance for cash by the Corporation to persons other than the Corporation or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Corporation at the time of issuance under the applicable risk-based capital guidelines of the Corporation’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 2008).

  • Underwritten Offering Notice has the meaning set forth in Section 2(b).

  • Applicable Securities Laws means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada.

  • Qualifying Holder shall have the meaning ascribed thereto in Section 12 hereof.

  • Shelf Offering has the meaning set forth in Section 1(d)(i).

  • ERISA-Qualifying Underwriting A best efforts or firm commitment underwriting or private placement that meets the requirements of an Underwriter’s Exemption.

  • 1933 Securities Act means the Securities Act of 1933 of the United States, as amended, and the rules and regulations thereunder, and any comparable or successor laws or regulations thereto.