Institutional Buyer definition
Institutional Buyer. AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. CUSIP [ ] No. **$________** INSIGHT HEALTH SERVICES CORP. [__]% Senior Subordinated Notes due 201[_] Closing Date: [_____], 200[_] InSight Health Services Corp., a Delaware corporation (the "Company", which term includes any successor under this Indenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of [Amount of Note] ($[_________]) on [___], 201[_]. Interest Payment Dates: [____], commencing [_____], 200[_].
Institutional Buyer means an organization that is public or private that provides a mortgage facility to its members for the purchase of a Unit. An Institutional Buyer will be allocated Units strictly for the benefit of its members.
Institutional Buyer. (a "QIB") as defined in Rule 144A under the Securities Act of 1933, as amended (the "Act") by a transferor that has provided the Certificate Registrar with a certificate in the form of Exhibit H hereto; and
Examples of Institutional Buyer in a sentence
The Transferee is a "qualified institutional buyer" (a "Qualified Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended (the "1933 Act"), and has completed one of the forms of certification to that effect attached hereto as Annex 1 and Annex 2.
No Person may hold an interest in a Rule 144A Global Certificate unless that Person is a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined in Rule 902(k) under the Securities Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests in the Global Certificates that would result in a violation of the foregoing are prohibited.
The Adviser certifies that as of the date of this Agreement the Trust is a Qualified Institutional Buyer (“QIB”) as defined in Rule 144A under the 1933 Act, and the Adviser will promptly notify the Sub-Adviser if the Trust ceases to be a QIB.
All such transfers of the Certificates will only be made to an Affiliate of the Depositor or a Qualified Institutional Buyer.
All such transfers of the Holding Trust Certificate will only be made to an Affiliate of the Depositor or a Qualified Institutional Buyer (or the Issuer or the Indenture Trustee for the benefit of the Noteholders in accordance with the Indenture).
More Definitions of Institutional Buyer
Institutional Buyer means a “qualified institutional buyer” as defined in Rule 144A under the 1933 Act; Regulation D means Regulation D under the 1933 Act;
Institutional Buyer means any institutional asset or fund manager (including, for ease of reference, but not limited to, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Fidelity Investments, Aberdeen Asset Management and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Investments), but excluding, for the avoidance of doubt, private equity funds, hedge funds, vulture or distressed investor funds or other financial buyers;
Institutional Buyer means a “qualified institutional buyer” as that term is defined in Rule Qualified Institutional Buyer Investment Letter Regulation S means Regulation S under the U.S. Securities Act; Rule 144A means Rule 144A under the U.S. Securities Act; Substantial U.S. Market Interest U.S. Affiliate means any U.S. registered broker-dealer affiliate of any Underwriter;
Institutional Buyer means any of the persons listed in clauses (A) – (J) of Rule 13d-1(b)(1)(ii) of the Exchange Act.
Institutional Buyer. (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (ii) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (iii) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (iv) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (v) TO MILLENIUM, IN EACH OF CASES (i) THROUGH (iv) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. [Original Issued Discount Legend] FOR PURPOSES OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE ISSUE PRICE IS $965.93 AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $34.07, IN EACH CASE PER $1,000 PRINCIPAL AMOUNT AT MATURITY OF THIS SECURITY. FOR PURPOSES OF SECTION 1275 OF THE CODE, THE ISSUE DATE OF THIS SECURITY IS JULY 24, 1998. FOR PURPOSES OF SECTION 1272 OF THE CODE, THE YIELD TO MATURITY (COMPOUNDED SEMI-ANNUALLY) IS 12-3/4%.
Institutional Buyer as that term is defined in Rule 144A under the Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Certificates for our own account or for resale pursuant to Rule 144A and further, understand that such Certificates may be resold, pledged or transferred only (A)(i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Act, and (B)(i) the purchaser or transferee of such Certificates has executed and delivered to you a certificate to substantially the same effect as this certificate, and (ii) the purchaser or transferee has otherwise complied with any conditions for transfer set forth in the Pooling and Servicing Agreement, dated as of April 1, 2001, among Financial Asset Securities Corp., as Depositor, Saxon Mortgage, Inc., as Seller and Master Servicer, Meritech Mortgage Services, Inc., as Servicer, and Wells Fargo Bank Minnesota, National ▇▇▇▇ciation, as Trustee. Very truly yours, [NAME OF TRANSFEREE] By: _____________________ Authorized Officer ANNEX 1 TO EXHIBIT N-2 QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Transferees Other Than Registered Investment Companies] The undersigned (the "Buyer") hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein:
Institutional Buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Lender represents to the Borrower, (i) on the date that it becomes a party to this Agreement (whether by being a signatory hereto or by entering into an Assignment and Acceptance) and (ii) on each date on which it makes an Advance hereunder, that it is a Qualified Purchaser and a QIB. Each Lender further agrees that it shall not assign, or grant any participations in, any of its Advances or its Commitment to (x) any Person that is not both a Qualified Purchaser and a QIB or (y) the Borrower or any of the Borrower’s Affiliates.