Exempt Resale definition

Exempt Resale. The transactions in which the Initial Purchasers ------------- propose to sell the Notes to certain "qualified institutional buyers," as such term is defined in Rule 144A under the Securities Act, and to certain non-U.S. persons in offshore transactions meeting the requirements of Rule 903 of Regulation S under the Securities Act.
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Exempt Resale means the sales or offers to sell some or all of the Notes purchased by the Initial Purchaser pursuant to Rule 144A of the Securities Act.
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Examples of Exempt Resale in a sentence

  • The notation “Tax Exempt Resale #SR -- XX- XXXXXX” (the seller’s permit number of T--- B---, Inc.) appears on the invoices from T--- to C---.

  • The Company agrees to prepare a preliminary offering memorandum (including the documents incorporated by reference therein, a "Preliminary Offering Memorandum") and a final offering memorandum (including the documents incorporated by reference therein, an "Offering Memorandum") relating to the Senior Notes i n connection with each Exempt Resale, if requested by DLJ.

  • For so long as any of the Securities remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, during any period in which the Company is not subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request, to any owner of the Securities in connection with any sale thereof and any prospective purchaser of the Securities in an Exempt Resale from such owner, the information required by Rule 144A(d)(4) under the Securities Act.

  • Not to amend or supplement the Initial Offering Memorandum, any applicable Preliminary Offering Memorandum or any applicable Offering Memorandum prior to the final closing date of the applicable Exempt Resales as specified by DLJ (each date an Exempt Resale takes place, an "Exempt Resales Closing Date"), unless DLJ shall previously have been advised thereof and shall not have objected thereto after being furnished a copy thereof.

  • No securities of the same class as the Senior Notes have been issued and sold by the Company or any of the subsidiaries within the six-month period immediately prior to the date hereof or will be sold prior to the Exempt Resale Closing Date.

  • The notation “Tax Exempt Resale #SR- -- – XX-XXXXXX” (the seller’s permit number of T--- B---, Inc.) appears on the invoices from T--- to C---.

  • No order preventing the use of the Preliminary Offering Memorandum or the Offering Memorandum, or any order asserting that the offer, sale and delivery of the Original Notes to the Initial Purchasers and the initial Exempt Resale to Eligible Purchasers in the manner contemplated by this Agreement are subject to the registration requirements of the 1933 Act, has been issued or, to the knowledge of any of the Ventas Entities, has been threatened.

Related to Exempt Resale

  • Exempt Resales The transactions in which the Initial Purchasers propose to sell the Series A Notes to certain "qualified institutional buyers," as such term is defined in Rule 144A under the Act and pursuant to Regulation S under the Act.

  • QIBs means qualified institutional buyers as defined in Rule 144A.

  • Private Exchange Securities shall have the meaning set forth in Section 2.1 hereof.

  • 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.

  • Underwriter Free Writing Prospectus means a Free Writing Prospectus prepared by or on behalf of an Underwriter.

  • Prepricing Prospectus as used in this Agreement means the prospectus (including the statement of additional information) subject to completion in the form included in the registration statement at the time of the initial filing of the registration statement with the Commission and as such prospectus (including the statement of additional information) shall have been amended from time to time prior to the date of the Prospectus, together with any other prospectus (including any other statement of additional information) relating to the Fund other than the Prospectus. The Fund has furnished the Representatives with copies of such registration statement, each amendment to such registration statement filed with the Commission and each Prepricing Prospectus.

  • Pricing Prospectus means the Base Prospectus, as amended and supplemented immediately prior to the Applicable Time, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof.

  • Prospectus means the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

  • 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.

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

  • U.S. Base Prospectus has the meaning set forth in Section 1(b) hereof.

  • Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

  • Permitted Free Writing Prospectus shall have the meaning ascribed to such term in Section 4(g).

  • Exchanging Dealer means any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company) for New Securities.

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

  • Private Exchange Notes See Section 2(b) hereof.

  • Base Prospectus means the base prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Execution Time.

  • Placement Shares shall have the meaning given in the Recitals hereto.

  • Offer means “proposals” in negotiation.

  • Subsequent Purchaser Any Person that acquires an interest in a Mortgage Loan from Purchaser.

  • General Use Issuer Free Writing Prospectus means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being so specified in Schedule B to this Agreement.

  • Underwritten Public Offering means an underwritten Public Offering, including any bought deal or block sale to a financial institution conducted as an underwritten Public Offering.

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

  • Issuer Free Writing Prospectus means an issuer free writing prospectus, as defined in Rule 433.

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

  • Subsequent Purchase Agreement means an agreement by and between the Seller and the Purchaser pursuant to which the Purchaser will acquire Subsequent Receivables, substantially in the form of Exhibit A hereunder.]