Examples of Preference Securities in a sentence
Thereafter, the Company will provide such information to any holder of Preference Securities upon receipt of a written request from such holder.
The Preference Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or quoted in a U.S. automated interdealer quotation system.
The Company and its Affiliates (as defined in Section 1(a)(xxxv)) have not, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Preference Securities in a manner that would require the Preference Securities to be registered under the 1933 Act.
Subject to compliance by the Chase Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Preference Securities to the Chase Purchasers in the manner contemplated by this Agreement, the Preference Warrant Agreement and the Preference Offering Memorandum to register the Preference Securities under the 1933 Act.
The Chase Purchasers understand that the Preference Securities have not been and will not be registered under the 1933 Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from the registration requirements of the 1933 Act.
In connection with the original purchase of the Preference Securities, the Company agrees that, prior to any offer or resale of the Preference Securities by the Chase Purchasers, the Chase Purchasers and counsel for the Chase Purchasers shall have the right to make reasonable inquiries into the business of the Company and its subsidiaries.
Notwithstanding the provisions of this Section 8, the Chase Purchasers shall not be required to contribute any amount in excess of the amount by which the total price at which the Preference Securities purchased by it and distributed to the subsequent purchasers were offered to the subsequent purchasers exceeds the amount of any damages which the Chase Purchasers has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.
Certificates for the Preference Securities shall be in such denominations and registered in such names as the Chase Purchasers may request in writing at least one full business day before the Closing Time.
No purchaser of Preference Securities from the Chase Purchasers shall be deemed to be a successor by reason merely of such purchase.
The Company is not, and upon the issuance and sale of the Preference Securities, the MG Securities and the Note Securities as herein contemplated and the application of the net proceeds therefrom as described in the Preference Offering Memorandum will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").