Legended Certificate definition

Legended Certificate means a certificate evidencing the number of shares of Common Stock issued upon the exercise of an Option and imprinted with a legend to indicate that (a) such shares are subject to the restrictions on transfer set forth in the applicable Agreement and in the Stockholders' Agreement and (b) if the offer and sale of such shares have not been registered under the 1933 Act, such shares may be sold only pursuant to a registration statement under the 1933 Act or an exemption from registration under the 1933 Act that the Company has determined is available for such sale.
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Legended Certificate means Registered Certificates in definitive form that are issued to Institutional Accredited Investors who are also QPs and Registered Certificates (whether in definitive form or represented by a Registered Global Certificate) sold in private transactions to QIBs who are also QPs in accordance with the requirements of Rule 144A which bear a legend specifying certain restrictions on transfer (a "Legend");
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Legended Certificate means a certificate evidencing a number of shares of Common Stock issued upon the exercise of any Options and imprinted with a legend to indicate that if the offer and sale of such shares have not been registered under the Securities Act, such shares may be sold only pursuant to a registration statement under the Securities Act or an exemption from registration under the Securities Act that the Company has determined is available for such sale.
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Examples of Legended Certificate in a sentence

  • Your Restricted Stock Award Notice designates the Awarded Shares as either "Escrow" or "Legended Certificate".

  • As soon as practicable following the exercise of any Options, a Legended Certificate evidencing the number of Option Shares issued in connection with such exercise shall be issued in the name of the Participant.

  • If your Awarded Shares are designated "Legended Certificate," a stock certificate evidencing the Awarded Shares will be issued in your name and held in a brokerage account at Deutsche Banc Alex.

  • If your Awarded Shares are designated "Legended Certificate," a stock certificate evidencing the Awarded Shares will be issued in your name.

  • As soon as practicable following the exercise of any Options, a Legended Certificate evidencing the number of shares of Common Stock issued in connection with such exercise shall be issued in the name of the Participant.

  • The Legended Certificate shall bear a restrictive legend precluding resale of the shares represented by it for eighteen months following its date of issuance.

  • As soon as practicable following the exercise of any Options, a Legended Certificate evidencing the appropriate number of shares of Common Stock issued in connection with such exercise shall be issued in the name of the Participant.

  • Prior to the issuance of a Legended Certificate pursuant to Section 3(g) hereof evidencing Option Shares, the Participant shall have paid to the Company the Option Price of all Option Shares purchased pursuant to exercise of such Options in cash or, with the consent of the Committee (which consent shall be granted in the sole discretion of the Committee), in shares of Common Stock already owned by the Participant (valued at their Applicable Value) or in any combination of cash or shares of Common Stock.

  • At the time of grant or sale of Management Shares to a Participant, a Legended Certificate evidencing the appropriate number of shares of Common Stock granted or sold to the Participant as Management Shares shall be issued in the name of the Participant.

  • Accordingly, you are hereby requested to exchange the shares of Series A Preferred Stock represented by the Legended Certificate for a like number of shares of Series A Preferred Stock, which shall be represented by the attached Certificate (the "Unlegended Certificate"), which does not bear a legend outlining restrictions upon the transfer of such Unlegended Certificate, all in the manner provided for in the Certificate of Designation.


More Definitions of Legended Certificate

Legended Certificate means a certificate evidencing a number of shares of Common Stock issued in connection with an Award and imprinted with a legend to indicate that (i)
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Legended Certificate means a certificate evidencing a number of shares of Common Stock issued in connection with an Award and imprinted with a legend to indicate that, if the offer and sale of such shares have not been registered under the Securities Act of 1933, as amended(the "Securities Act"), such shares may be sold only pursuant to a registration statement under the Securities Act or an exemption from registration under the Securities Act that the Company has determined is available for such sale;
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Related to Legended Certificate

  • Restricted Certificate Any Class P, Class X or Class R Certificate.

  • Registered Certificate Any Certificate that has been the subject of registration under the Securities Act. As of the Closing Date, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates constitute Registered Certificates.

  • ERISA-Restricted Certificate As specified in the Preliminary Statement.

  • Class K Certificate means any of the Certificates with a "Class K" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Certificate form means the form on which the certificate is delivered or issued for delivery by the issuer.

  • Class N Certificate means any of the Certificates with a "Class N" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Legended Note means Registered Notes in definitive form that are issued to Institutional Accredited Investors and Registered Notes (whether in definitive form or represented by a Registered Global Note) sold in private transactions to QIBs in accordance with the requirements of Rule 144A;

  • Regulation S Global Certificate With respect to any Class of Book-Entry Non-Registered Certificates offered and sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S, a single global Certificate, or multiple global Certificates collectively, in definitive, fully registered form without interest coupon, each of which Certificates bears a Regulation S Legend.

  • Related Certificates For each interest in the Upper Tier REMIC, the Class of Certificates listed on the same row in the table entitled "Upper Tier REMIC" in the Preliminary Statement.

  • ERISA Restricted Certificates Any Class B-4, Class B-5 or Class B-6 Certificate.

  • Regulation S Certificate means a certificate substantially in the form of Exhibit E hereto.

  • Class SB Certificate Any one of the Certificates designated as a Class SB Certificate. Class X Certificate: Any one of the Certificates designated as a Class X Certificate.

  • Class H Certificate means any of the Certificates with a "Class H" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Private Certificate As specified in the Preliminary Statement.

  • Stock Certificate With respect to a Cooperative Loan, a certificate evidencing ownership of the Cooperative Shares issued by the Cooperative.

  • Class J Certificate means any one of the Certificates with a "Class J" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Class L Certificate means any of the Certificates with a "Class L" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.

  • Certificate No 6-A-1-[_] Cut-off Date: October 1, 2004 First Distribution Date: November 25, 2004 Last Scheduled Distribution Date: October 25, 2034 Pass-Through Rate: 5.50% Initial Certificate Principal Balance of this Certificate $[ ] ("Denomination"): Initial Certificate Principal Balances of all Certificates of this Class: $15,000,000 CUSIP: 576434 XA 7 ISIN: US576434XA71 MORTGAGE ASSET SECURITIZATION TRANSACTIONS, INC. MASTR ALTERNATIVE LOAN TRUST 2004-11 Mortgage Pass-Through Certificates, Series 2004-11 Class 6-A-1 evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties Mortgage Asset Securitization Transactions, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance at any time may be less than the Certificate Principal Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicer, the Trust Administrator, the Trustee or the Custodians referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [_______] is the registered owner of the Percentage Interest evidenced by this Certificate in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Mortgage Asset Securitization Transactions, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, UBS Real Estate Securities Inc., as transferor (the "Transferor"), Wells Fargo Bank, National Association, as master servicer (in such capxxxxx, the "Servicer"), trust administrator (in such capacity, the "Trust Administrator") and a custodian, U.S. Bank National Association, as a custodian and as trustee (the "Trustee"). Distributions on this Certificate will be made primarily from collections on the applicable Mortgage Loans pursuant to the terms of the Agreement. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trust Administrator.

  • Legended Regulation S Global Note means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount at maturity of the Notes initially sold in reliance on Rule 903 of Regulation S.

  • Restricted Certificated Note means a Certificated Note bearing the Private Placement Legend.

  • Regulation S Global Certificates As defined in Section 5.02(c)(i) of this Agreement.

  • Company Stock Certificate has the meaning set forth in Section 1.7.

  • Class S Certificate Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent in substantially the form set forth in Exhibit A-22 hereto and evidencing an undivided beneficial interest in the Class S Specific Grantor Trust Assets. The Class S Certificates have no Pass-Through Rate, Certificate Balance or Notional Amount.

  • Non-Book-Entry Certificate Any Certificate other than a Book-Entry Certificate.

  • Regulation S Permanent Global Certificate means any single permanent global Certificate, in definitive, fully registered form without interest coupons received in exchange for a Regulation S Temporary Global Certificate.

  • Class A-SB Certificate Any one of the Certificates with a “Class A-SB” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.