Private Placement Procedures definition

Private Placement Procedures has the meaning set forth in Annex A hereto.
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Private Placement Procedures means the memorandum dated September 11, 1995 entitled "Placement Procedures for U.S. Private Institutional Offering" prepared by Bingxxx, Xxxx & Xoulx xxx furnished to S.G. Xxxxxxx
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Private Placement Procedures. If Party B is unable to comply with the provisions of "Covenant of Party B" above because of a change in law, or Party A otherwise determines that in its reasonable opinion any Shares or Share Termination Delivery Units to be delivered to Party A by Party B hereunder may not be freely returned by Party A to
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Examples of Private Placement Procedures in a sentence

  • For the avoidance of doubt, the preceding sentence shall not be construed as limiting (i) the Private Placement Procedures set forth in Annex A hereto or (ii) any damages that may be payable by Party B as a result of breach of this Confirmation.

  • If the Purchaser elects to deliver Private Placement Shares pursuant to Section 3.01(b) or elects to deliver Alternative Termination Delivery Units pursuant to Section 7.02(a), the Private Placement Procedures contained in Annex A hereto shall apply, and if the Purchaser elects to deliver Registered Shares pursuant to Section 3.01(b), the Registration Procedures contained in Annex B hereto shall apply.

  • Accordingly, Counterparty agrees that, except to the extent that the Private Placement Procedures in Annex A apply, any Shares so delivered will not bear a restrictive legend and will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System.

  • Counterparty further acknowledges and agrees that, except to the extent that the Private Placement Procedures in Annex A apply, any Shares delivered by Counterparty to Dealer on any Settlement Date or Net Share Settlement Date will be (i) approved for listing or quotation on the Exchange, subject to official notice of issuance and (ii) registered under the Exchange Act.

  • These Private Placement Procedures supplement, form part of, and are subject to the Registration Rights Agreement and all terms used and not otherwise defined herein shall have the meanings assigned to them in the Registration Rights Agreement.

  • Unless the provisions set forth below under "Private Placement Procedures" shall be applicable, Party A shall use any Shares delivered by Party B to Party A on any Settlement Date to return to securities lenders to close out open stock loans, if any, with respect to Shares.

  • If the Purchaser elects to deliver Payment Shares pursuant to Section 3.01(b) or elects to deliver Alternative Termination Delivery Units pursuant to Section 7.02(a), the Private Placement Procedures contained in Annex A hereto shall apply.

  • These Private Placement Procedures supplement, form part of, and are subject to the Confirmation and all terms used and not otherwise defined herein shall have the meanings assigned to them in the Confirmation.

  • Counterparty further acknowledges and agrees that, except to the extent that the Private Placement Procedures in Annex A apply, any Shares delivered by Counterparty to Dealer on any Settlement Date or Net Share Settlement Date will be (i) approved for listing or quotation on the Exchange, subject to official notice of issuance, and (ii) registered under the Exchange Act.

  • If the Purchaser elects to deliver Private Placement Shares pursuant to Section 3.01(b) or elects to deliver Alternative Termination Delivery Units pursuant to Section 7.02, the Private Placement Procedures contained in Annex A hereto shall apply, and if the Purchaser elects to deliver Registered Shares pursuant to Section 3.01(b), the Registration Procedures contained in Annex B hereto shall apply.


More Definitions of Private Placement Procedures

Private Placement Procedures has the meaning set forth in Annex A hereto. “Private Securities” has the meaning set forth in Annex A hereto. “Purchase Price” has the meaning set forth in Section 2.01.
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Related to Private Placement Procedures

  • AML/KYC Procedures means the customer due diligence procedures of a Reporting Finnish Financial Institution pursuant to the anti-money laundering or similar requirements of Finland to which such Reporting Finnish Financial Institution is subject.

  • Settlement Procedures means the Settlement Procedures attached hereto as Exhibit A.

  • Sale Procedures Unless otherwise specified in the Supplement, shall mean that, with respect to any sale of one or more Underlying Securities or Related Assets, the Market Agent, on behalf of the Trust, shall sell such Underlying Securities or Related Assets to the highest bidders among not less than two solicited bidders for such Underlying Securities or Related Assets (one of which bidders may include Merrill Lynch & Co. or any Affiliate thereof; provided, however, that xxxxxxr Xxxxill Lynch & Co. nor any of its Affiliates will be under any obligxxxxx xo xxx, and which bidders need not be limited to recognized broker dealers). In the sole judgment of the Market Agent, bids may be evaluated on the basis of bids for a single Underlying Security or Related Asset, a portion of the Underlying Securities or Related Assets, or all of the Underlying Securities or Related Assets being sold or any other basis selected in good faith by the Market Agent.

  • Depositary Procedures means, with respect to any conversion, transfer, exchange or transaction involving a Global Note or any beneficial interest therein, the rules and procedures of the Depositary applicable to such conversion, transfer, exchange or transaction.

  • Remarketing Procedures means the procedures for conducting Remarketings set forth in Part II of these Articles Supplementary.

  • Rights Offering Procedures means the procedures governing the Rights Offering, which procedures are attached as an exhibit to the Disclosure Statement, and shall be Acceptable to the Debtors and each of the Required Parties.

  • Applicable Depositary Procedures means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of the Depositary for such Security, in each case to the extent applicable to such transaction and as in effect from time to time.

  • Staff Vetting Procedures means the Authority’s procedures for the vetting of personnel and as advised to the Contractor by the Authority.

  • Bidding Procedures means the procedures governing the Auction and sale of all or substantially all of the Debtors’ assets, as approved by the Bankruptcy Court and as may be amended from time to time in accordance with their terms.

  • Auction Procedures means the auction procedures constituting Part II of the form of Statement as of the filing thereof.

  • Security Procedures means rules and regulations governing access to, and health and safety procedures while on, Government premises; and information technology security protocols;

  • Settlement Procedures Timetable For offers to purchase Certificated Notes accepted by the Company, Settlement Procedures A through F set forth above shall be completed as soon as possible following the trade but not later than the respective times (New York City time) set forth below: Settlement Procedure Time ---------- ----

  • Computer Security Procedures means procedures for prevention of unauthorized computer access and use and administration of computer access and use as provided in writing to the Underwriter.

  • Restrictive procedures means the use of physical holding or seclusion of children with disabilities in an emergency. Because the special education director reported the district intends to continue the use of physically holding children with disabilities in an emergency, the district is required to maintain and make publicly accessible a restrictive procedures plan (RPP) for children with disabilities. Minnesota Statute requires that the plan must, at least, list the restrictive procedures the school intends to use; describe how the school will monitor and review the use of restrictive procedures; and include a written description and documentation of the training school personnel completed.

  • Administrative Procedures means the Administrative Procedures of Minnesota Management & Budget developed in accord with M.S. 43A.04, subdivision 4.

  • Shelf Procedures means the rules and procedures established pursuant to NI 44-102;

  • appropriate procedures means procedures reasonably designed to prevent and detect errors and omissions. In determining the reasonableness of such procedures, weight will be given to such factors as are appropriate, including the prior occurrence of any similar errors or omissions when such procedures were in place and transfer agent industry standards in place at the time of the occurrence.

  • Regulation S Global Covered Bond means a Registered Global Covered Bond representing Covered Bonds sold outside the United States in reliance on Regulation S;

  • Standard Operating Procedures or “SOP” means the procedures as specified in the Annexes or Attachments to the relevant Schedules;

  • Regulation S Temporary Global Note Legend means the legend set forth in Section 2.06(g)(iii) hereof.

  • Operation Procedures means the procedures contained in Annexure A hereto which the Contractor is obliged to follow when performing work on behalf of the company

  • Applicable Procedures means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

  • securities settlement system means a securities settlement system (as defined in the CSD Regulation) operated by a central securities depository;

  • customs procedures means the treatment applied by the customs administration of each Party to goods which are subject to customs control.

  • Phone/Electronic Transaction Security Procedures means security procedures for Phone/ Electronic Transactions as provided in writing to the Underwriter.

  • DTC Legend means the legend set forth in Exhibit D.