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

  • Private Placement (or “limited offering”) means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) of the 1933 Act or pursuant to rule 504, rule 505 or rule 506 under the 1933 Act.

  • Private place means a location which, at the time alcoholic beverages are kept, dispensed, or consumed, meets all of the following criteria:

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

  • Interstate placement means the arrangement for the care of a child in an adoptive home, foster care placement or in the home of the child's parent or with a relative or nonagency guardian, into or out of the Commonwealth, by a child-placing agency or court when the full legal right of the child's parent or nonagency guardian to plan for the child has been voluntarily terminated or limited or severed by the action of any court.

  • Foster care placement means placement of a child through (i) an agreement between the parents or

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

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Private Placement Warrants shall have the meaning given in the Recitals hereto.

  • Private Placement Lock-up Period means, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.

  • Private Placement Units shall have the meaning given in the Recitals hereto.

  • Permanent foster care placement means the place of residence in which a child resides and in

  • 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.

  • Private Placement Memorandum means offering materials prepared in accordance with Section 4 (including materials referred to therein or incorporated by reference therein, if any) provided to purchasers and prospective purchasers of the Notes, and shall include amendments and supplements thereto which may be prepared from time to time in accordance with this Agreement (other than any amendment or supplement that has been completely superseded by a later amendment or supplement).

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

  • Rights Offering Procedures means the procedures with respect to the Rights Offering that are approved by the Bankruptcy Court pursuant to the Disclosure Statement Order and shall be in form and substance reasonably acceptable to the Debtors and the Required Backstop 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 vetting procedures that accord with good industry practice or, where requested by the Customer, the Customer’s procedures for the vetting of personnel as provided to the Supplier from time to time;

  • Bidding Procedures means the bidding procedures for the solicitation and submission of bids for a sale, reorganization, or other disposition of Sellers or all or substantially all of their assets approved by the Bankruptcy Court pursuant to the Bidding Procedures Order.

  • Auction Procedures means the Auction Procedures that are set forth in Paragraph 10 of the Articles Supplementary.

  • 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 ---------- ----

  • Private Placement Legend means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

  • 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;