Placed Notes definition

Placed Notes means certain Class B Notes and Class C Notes sold directly by the Issuer to certain institutional accredited investors (within the meaning of Rule 501(a)(1), (2), (3), (7) or (9) of the Securities Act) pursuant to the Placed Note Purchase Agreements.
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Placed Notes means such part of the Placing Notes placed pursuant to the Placing Agreement and “Placed Note” shall be construed accordingly “Placee” any individual, institutional or other professional investor procured by the Placing Agent to subscribe for any of the Placing Notes pursuant to the Placing Agreement and “Placees” shall be construed accordingly “Placing” the offer by way of a private placing of the Placing Notes procured by the Placing Agent, on a best effort basis, to selected investors on the terms and subject to the conditions set out in the Placing Agreement
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Placed Notes means such part of the Placing Notes placed pursuant to the Placing Agreement and “Placed Note” shall be construed accordingly
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Examples of Placed Notes in a sentence

  • The Privately Placed Notes will be sold by the Depositor in one or more separate transactions intended to be exempt from the registration requirements of the Act.

  • The Privately Placed Notes will be sold by the Depositor in separate transactions intended to be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”).

  • The Subordinated Privately Placed Notes will be sold by the Depositor in one or more separate transactions intended to be exempt from the registration requirements of the Act.

  • The Publicly Offered Notes will constitute indebtedness, and although such conclusion is not free from doubt, the Privately Placed Notes should constitute indebtedness, and not an ownership interest in the automobile loan contracts, nor an equity interest in the trust or in a separate association taxable as a corporation or other taxable entity.

  • The Privately Placed Notes (as defined on Exhibit B hereto) will be sold by the Depositor in one or more separate transactions intended to be exempt from the registration requirements of the Act.

  • The Underwritten Notes are being offered and sold by the Issuer to the Initial Purchasers pursuant to the Note Purchase Agreement and the Placed Notes are being sold directly by the Issuer to certain institutional accredited investors (within the meaning of Rule 501(a)(1),(2),(3),(7) or (9) of the Securities Act) pursuant to the Placed Notes Purchase Agreement.

  • The Issuer understands that the Placement Agent intends (a) to offer the Placed Notes privately and under Regulation S and Rule 144A on the terms set forth in the Final Offering Circular as soon after this Agreement has become effective as in the judgment of the Placement Agent is advisable and (b) to offer the Placed Notes on the terms set forth in the Final Offering Circular with all such purchases to close on December 7, 2023 (the "Closing Date").

  • As used herein, "Offering Period" shall mean the period commencing on the earlier of the date on which the Placed Notes are first offered and the date hereof and ending on the earlier to occur of (i) the Closing Date and (ii) the termination of this Agreement in accordance with Section 10 hereof.

  • The Placement Agent shall not have any obligation or liability in respect of the performance by or failure to perform (for any reason) of any purchaser whose offer to purchase Placed Notes from the Issuer has been accepted by the Issuer (whether or not placed by the Placement Agent).

  • The Issuer understands that each Placement Agent, on behalf of the Issuer, intends (i) to place the applicable Notes privately pursuant to Regulation S, Section 4(a)(2) of the Securities Act or another available exemption under the Securities Act as soon after this Agreement has become effective as in the reasonable judgment of such Placement Agent is advisable and (ii) to place the Placed Notes upon the terms set forth in the Offering Circular.


More Definitions of Placed Notes

Placed Notes means certain Class 2-A Notes sold directly by the Issuer pursuant to the Placed Note Purchase Agreement.
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Placed Notes means, in respect of any Class of Notes and at any time, the Notes which form the Investor Noteholding relating to such Class at such time.
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Placed Notes means, at any time, the Notes which form the Investor Noteholding at such time.
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Placed Notes means such part of the Placing Notes placed pursuant to the
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Related to Placed Notes

  • Offered Notes The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes.

  • Retained Notes means the Class B Notes, $16,650,000 of the Class A-1 Notes, $28,850,000 of the Class A-2 Notes, $25,400,000 of the Class A-3 Notes and $7,100,000 of the Class A-4 Notes until such time as such Notes are the subject of an Opinion of Counsel pursuant to Section 2.04(g) of this Indenture with respect to their classification as debt for U.S. federal income tax purposes.

  • 2028 Notes has the meaning specified in the recitals of this Supplemental Indenture.

  • Seller Notes means any promissory note or notes issued by the Borrower or a Restricted Subsidiary of the Borrower in respect of any acquisition permitted hereunder as consideration in connection with such acquisition, but that is not in the nature of an earn-out obligation or similar deferred or contingent obligation.

  • Subordinated Notes means the Initial Notes and the Exchange Notes and, more particularly, any Subordinated Note authenticated and delivered under this Indenture, including those Subordinated Notes issued or authenticated upon transfer, replacement or exchange.

  • Notes shall have the meaning assigned to such term in the recitals.

  • Initial Notes has the meaning set forth in the recitals hereto.

  • Permitted Notes means (i) unsecured senior or senior subordinated debt securities of the Borrower, (ii) debt securities of the Borrower that are secured by a Lien on the Collateral ranking junior to the Liens securing the Obligations pursuant to a Second Lien Intercreditor Agreement or (iii) debt securities of the Borrower that are secured by a Lien ranking pari passu with the Liens securing the Obligations pursuant to a First Lien Intercreditor Agreement; provided that (a) in the case of debt securities issued in reliance on Section 7.03(s)(iii), such debt securities are issued for cash consideration, (b) the terms of such debt securities do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Maturity Date of the Term Facility (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default), (c) the covenants, events of default, guarantees, collateral and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the Borrower and the Restricted Subsidiaries than those in this Agreement; provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such debt securities, together with a reasonably detailed description of the material terms and conditions of such debt securities or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement, (d) at the time that any such Permitted Notes are issued (and after giving effect thereto) no Event of Default shall exist, (e) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Permitted Notes had been outstanding on the last day of such four quarter period, and (f) no Subsidiary of the Borrower (other than a Guarantor) shall be an obligor and no Permitted Notes shall be secured by any collateral other than the Collateral.

  • New Notes shall have the meaning assigned to such term in Section 32.