Entitled Securities. Each Note, until the earliest to occur of (a) the date on which such Initial Note has been exchanged by a Person other than a Broker-Dealer for an Exchange Note in the Exchange Offer, (b) following the exchange by a Broker-Dealer in the Exchange Offer of such Initial Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement, (c) the date on which such Initial Note has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement, (d) the date on which such Initial Note is actually sold pursuant to Rule 144 under the Securities Act. Exchange Act: The Securities Exchange Act of 1934, as amended. Exchange Notes: The 5.500% Senior Notes due 2026, of the same series under the Indenture as the Initial Notes, to be issued to Holders in exchange for Entitled Securities pursuant to this Agreement.
Entitled Securities means each Security until the earliest of (i) the date on which such Entitled Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an Exchange Security, the date on which such Exchange Security is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; and (iv) the date on which such Initial Security is disposed of to the public in accordance with Rule 144 under the Securities Act.
Entitled Securities. Each Initial Note until the earliest to occur of (a) the date on which such Initial Note has been exchanged in the Exchange Offer by a Person other than a Broker-Dealer for an Exchange Note entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Act, (b) following the exchange by a Broker-Dealer in the Exchange Offer of an Initial Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement, (c) the date on which such Initial Note has been effectively registered under the Act and disposed of in accordance with the Shelf Registration Statement (and the purchasers thereof have been issued Exchange Notes), or (d) the date on which such Initial Note is actually sold pursuant to Rule 144; provided that an Initial Note will not cease to be an Entitled Security for purposes of the Exchange Offer by virtue of this clause (d).
Examples of Entitled Securities in a sentence
A Person is deemed to be a holder of Entitled Securities (each, a “Holder”) whenever such Person owns Entitled Securities.
The securities entitled to the benefits of this Agreement are the Entitled Securities.
No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Entitled Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.
The Holders of Entitled Securities covered by the Shelf Registration Statement who desire to do so may sell such Entitled Securities in an Underwritten Offering.
There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Entitled Securities.
More Definitions of Entitled Securities
Entitled Securities. Each Initial Note until the earliest to occur of (a) the date on which such Initial Note has been exchanged by a Person other than a Broker-Dealer for an Exchange Note in the Exchange Offer; (b) following the exchange by a Broker-Dealer in the Exchange Offer of an Initial Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement; (c) the date on which such Initial Note has been effectively registered under the Act and disposed of in accordance with the Shelf Registration Statement; or (d) the date on which such Initial Note is actually sold pursuant to Rule 144 under the Act.
Entitled Securities means each Note, and each Private Exchange Note, if issued; provided, however, that each Note or Private Exchange Note, as the case may be, shall cease to be Entitled Securities when (i) with respect to a Note only, such Note has been exchanged by a person other than a Participating Broker-Dealer in the Exchange Offer for an Exchange Note, (ii) with respect to a Note only, following the exchange by a Participating Broker-Dealer in the Exchange Offer of a Note for an Exchange Note, such Exchange Note is sold to a purchaser who receives from such Participating Broker-Dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement, as amended or supplemented, (iii) such Note or Private Exchange Note, as the case may be, has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement, or (iv) such Note or Private Exchange Note, as the case may be, is actually sold pursuant to Rule 144 under the Securities Act.
Entitled Securities means the Securities; provided, however, that a Security shall cease to be a Entitled Security upon the earliest to occur of the following: (i) the date on which such note has been exchanged by a Person other than a Broker-Dealer for an Exchange Note in the Exchange Offer; (ii) the date on which such Exchange Note is sold to a purchaser who receives from such Broker-Dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, following the exchange by a Broker-Dealer in the Exchange Offer of a note for an Exchange Note; (iii) the date on which, in the circumstances contemplated by Section 2(b), a Shelf Registration Statement registering such Security under the Securities Act has been declared or becomes effective and such Security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement; or (iv) the date on which such Security is actually sold by the holder thereof pursuant to Rule 144 under the Securities Act; provided that a Security will not cease to be an Entitled Security for purposes of the Exchange Offer or any Market-Making Registration by virtue of this clause (iv).
Entitled Securities is defined in the Exchange and Registration Rights Agreement. ELECTION The undersigned holder (the “Selling Securityholder”) of Entitled Securities hereby elects to include in the Shelf Registration Statement the Entitled Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Entitled Securities by the terms and conditions of this Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto. Pursuant to the Exchange and Registration Rights Agreement, the undersigned has agreed to indemnify and hold harmless the Issuers, their officers who sign any Shelf Registration Statement, and each person, if any, who controls either of the Issuers within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), against certain loses arising out of an untrue statement, or the alleged untrue statement, of a material fact in the Shelf Registration Statement or the related prospectus or the omission, or alleged omission, to state a material fact required to be stated in such Shelf Registration Statement or the related prospectus, but only to the extent such untrue statement or omission, or alleged untrue statement or omission, was made in reliance on and in conformity with the information provided in this Notice and Questionnaire. Upon any sale of Entitled Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Issuers and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement. The Selling Securityholder hereby provides the following information to the Issuers and represents and warrants that such information is accurate and complete: QUESTIONNAIRE
Entitled Securities has the meaning specified in the Registration Rights Agreement.
Entitled Securities. Each Note until the earliest to occur of (1) the date on which such Note has been exchanged by a Person other than a broker-dealer for an Exchange Note in the Exchange Offer; (2) following the exchange by a broker-dealer in the Exchange Offer of a Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement; (3) the date on which such Note has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; (4) the date on which such is actually sold pursuant to Rule 144 under the Securities Act; and (5) the date on which such Note ceases to be outstanding. Event Date: Each and every date on which an event occurs in respect of which Special Interest is required to be paid. Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
Entitled Securities means each Security until the earliest to occur of: (i) the date on which such Security has been exchanged by a Person other than a broker-dealer for an Exchange Security in the Exchange Offer (unless the owner of such Exchange Security notifies the Issuer prior to the 30th day following consummation of the Exchange Offer that it is not an “affiliate” (as defined in Rule 144) of the Guarantor or the Issuer and such Exchange Security is not freely tradable by it under the Securities Act); (ii) following the exchange by a broker-dealer in the Exchange Offer of a Security for an Exchange Security, the date on which such Exchange Security is sold or otherwise transferred to a person (other than a broker-dealer) who receives from such broker-dealer on or prior to the date of such sale a copy of the Prospectus contained in the Exchange Offer Registration Statement; (iii) the date on which such Security has been registered under the Securities Act and disposed of in accordance with an effective Shelf Registration Statement; or (iv) the date on which such Security is actually sold or otherwise transferred pursuant to Rule 144 (if available) under the Securities Act; provided that a Security will not cease to be an Entitled Security for purposes of the Exchange Offer by virtue of this clause (iv). Anything herein to the contrary notwithstanding, (a) in any case where a broker-dealer receives an Exchange Security in the Exchange Offer or the owner of an Exchange Security gives the Issuer a notice contemplated by the provisions appearing in parentheses in clause (i) of the preceding sentence, such Exchange Security shall be considered an Entitled Security until such time as it ceases to be an Entitled Security pursuant to clause (ii), (iii) or (iv) of the preceding sentence; and (b) each Security purchased from the Issuer by any Initial Purchaser pursuant to the Purchase Agreement shall be deemed, so long as it is held by such Initial Purchaser or any other Initial Purchaser, to be an Entitled Security until such time as it ceases to be an Entitled Security pursuant to clause (ii), (iii) or (iv) of the preceding sentence.