Final Private Placement Memorandum definition

Final Private Placement Memorandum. The Private Placement Memorandum related to any direct or indirect offering of a Series of Notes and having the date specified in the applicable Supplement.
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Final Private Placement Memorandum shall refer to the Private Placement Memorandum dated August 12, 1997.
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Final Private Placement Memorandum means the final private placement memorandum, to dated February 29, 2012, pursuant to which the shares of Preferred Stock were offered and sold in the Offering.
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Examples of Final Private Placement Memorandum in a sentence

  • All information in this Term Sheet, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded by the information contained in any Final Private Placement Memorandum for any securities actually sold to you.

  • The description of the Transaction Documents and the rights, preferences and privileges of the capital stock of the Company, including the Securities and the shares of Common Stock issuable upon conversion of the Securities, contained in the Final Private Placement Memorandum, are accurate in all material respects.

  • That certain Final Private Placement Memorandum for 5% Convertible Notes due 2012 of Xxxxxx Holdings, Inc.

  • The Sponsors, as promptly as possible, will furnish to the Initial Purchaser without charge, such number of copies of the Final Private Placement Memorandum and any amendments and supplements thereto and documents incorporated by referenced therein as the Initial Purchaser may reasonably request.

  • The Initial Purchaser shall have received from PricewaterhouseCoopers a letter, dated as of the date of the Final Private Placement Memorandum, in form and substance satisfactory to the Initial Purchaser, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to the Initial Purchaser with respect to the financial information contained in the Final Private Placement Memorandum.

  • The consolidated financial information included or incorporated by reference in each of the Preliminary Private Placement Memorandum and the Final Private Placement Memorandum has been accurately presented and prepared, in all material respects, on a basis consistent with the financial statements and the books and records of the Company.

  • CNL and the Issuer, as promptly as possible, will furnish to each Initial Purchaser, without charge, such number of copies of the Final Private Placement Memorandum and any amendments and supplements thereto and documents incorporated by reference therein as such initial Purchaser may reasonably request.

  • Neither the Company nor the Guarantors (including their agents and representatives, other than the Placement Agents in their capacity as such) has made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities except for the Preliminary Private Placement Memorandum and the Final Private Placement Memorandum.

  • The as adjusted financial information contained in each of the Preliminary Private Placement Memorandum and the Final Private Placement Memorandum has been prepared on a basis consistent with the historical consolidated financial statements included in or incorporated by reference in each of the Preliminary Private Placement Memorandum and the Final Private Placement Memorandum (except for the adjustments specified therein).

  • Neither the Preliminary Private Placement Memorandum, as of the date of this agreement (exclusive of any pricing terms and related information), nor the Final Private Placement Memorandum, as of its date and as of the Closing Time, includes or will include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.


More Definitions of Final Private Placement Memorandum

Final Private Placement Memorandum. The Private Placement Memorandum related to the Notes and dated February 28, 1995.
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Final Private Placement Memorandum shall refer to the Private Placement Memorandum dated --.]
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Final Private Placement Memorandum. The preliminary Private Placement Memorandum dated March 5, 1997 or the final Private Placement Memorandum dated March 24, 1997. "Proceeding": Any suit in equity, action at law or other judicial or administrative proceeding. "PUT Payments": A provision in a Lease Contract obligating the lessee to purchase the related Equipment upon termination. "Rating Agencies": Moody's and S & P. "Record Date": The close of business on the last day of the month preceding the applicable Payment Date, whether or not a Business Day, except with respect to an Initial Payment Date, the Record Date shall be the Closing Date. "Recoveries": For any Monthly Period occurring after the date on which any Lease Contract becomes a Defaulted Lease Contract and with respect to such Defaulted Lease Contract, all payments that the Servicer received from or on behalf of a Customer during such Monthly Period in respect of such Defaulted Lease Contract or from liquidation or re-leasing of the related Equipment, including but not limited to prepayments, Scheduled Payments, Overdue Payments, Guaranty Amounts, and Insurance Proceeds. "Redemption Account": The trust account or accounts created and maintained pursuant to Section 12.02 hereof. "Redemption Date": A date fixed pursuant to Section 10.01 hereof.
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Related to Final Private Placement Memorandum

  • Private Placement Memorandum means offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).

  • Private Placement (or “limited offering”) means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) of the 1933 Act or pursuant to rule 504, rule 505 or rule 506 under the 1933 Act.

  • Private Placement Lock-up Period means, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Private place means a location which, at the time alcoholic beverages are kept, dispensed, or consumed, meets all of the following criteria:

  • Private Placement Warrants shall have the meaning given in the Recitals hereto.

  • Private Placement Units shall have the meaning given in the Recitals hereto.

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

  • Closing Memorandum means the form of closing memorandum to be prepared by Apple for the Closing under this Agreement in which are included the forms of certificates of officers, the opinions of counsel and certain other documents to be delivered at the Closing as provided in Article VII.

  • Final Offering Memorandum shall be deemed to mean and include all information filed under the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) prior to the Time of Sale and incorporated by reference in the Pricing Disclosure Package (including the Preliminary Offering Memorandum) or the Final Offering Memorandum (as the case may be), and all references herein to the terms “amend,” “amendment” or “supplement” with respect to the Final Offering Memorandum shall be deemed to mean and include all information filed under the Exchange Act after the Time of Sale and incorporated by reference in the Final Offering Memorandum. The Company hereby confirms its agreements with the Initial Purchasers as follows:

  • Handover Memorandum shall have the meaning set forth in Clause 8.2;

  • Preliminary Offering Memorandum means the preliminary offering memorandum consisting of the Red Xxxxxxx Prospectus and the preliminary international wrap to be used for offer and sale to persons/entities that are resident outside India;

  • Issuer-Represented Limited-Use Free Writing Prospectus means any Issuer-Represented Free Writing Prospectus that is not an Issuer-Represented General Free Writing Prospectus. The term Issuer-Represented Limited-Use Free Writing Prospectus also includes any “bona fide electronic road show,” as defined in Rule 433 under the Securities Act, that is made available without restriction pursuant to Rule 433(d)(8)(ii), even though not required to be filed with the Commission.

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • Placement Agency Agreement means the Placement Agency Agreement by and between the Company and the Placement Agent dated the date hereof.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • Final Memorandum shall have the meaning set forth in the Purchase Agreement.

  • Pricing Disclosure Package means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Pricing Prospectus and the information included on Schedule 2-A hereto, all considered together.

  • Final Prospectus Supplement means the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus.

  • Private Letter Ruling has the meaning set forth in the recitals.

  • Pre-Pricing Prospectus means the preliminary prospectus dated June 8, 2021 relating to the Securities in the form first furnished to the Underwriters for use in connection with the offering of the Securities.

  • Funds Flow Memorandum means the memorandum setting forth the flow of funds at closing and the funding of the Term A Loans and Term B Loans, as approved by the Administrative Agent, and a related letter of direction.

  • Consent Solicitation Memorandum means the consent solicitation memorandum dated 20 October 2021 prepared by the Issuer in relation to the Consent Solicitation;

  • Preliminary Final Prospectus means any preliminary prospectus supplement to the Basic Prospectus which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus, together with the Basic Prospectus.

  • Placement Agreement means the Placement Agreement relating to the offering and sale of Capital Securities in the form of Exhibit C.

  • Offering Memorandum means the Offering Memorandum, dated May 7, 2019, related to the issuance and sale of the Initial Notes.