Qualified Institutional Buyers definition

Qualified Institutional Buyers as defined in Rule 144A. It is aware that the sale of the Privately Offered Certificates is being made in reliance on its continued compliance with Rule 144A. It is aware that the transferor may rely on the exemption from the provisions of Section 5 of the Act provided by Rule 144A. The undersigned understands that the Privately Offered Certificates may be resold, pledged or transferred only to (i) a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance in Rule 144A, or (ii) an institutional "accredited investor," as such term is defined under Rule 501 of the Act in a transaction that otherwise does not constitute a public offering. The undersigned agrees that if at some future time it wishes to dispose of or exchange any of the Privately Offered Certificates, it will not transfer or exchange any of the Privately Offered Certificates to a Qualified Institutional Buyer without first obtaining a Rule 144A and Related Matters Certificate in the form hereof from the transferee and delivering such certificate to the addressees hereof. Prior to making any transfer of Privately Offered Certificates, if the proposed Transferee is an institutional "accredited investor," the transferor shall obtain from the transferee and deliver to the addressees hereof an Investment Letter in the form attached to the Pooling and Servicing Agreement dated as of June 1, 1998 among Structured Asset Mortgage Investments Inc., Norwest Bank Minnesota, National Association, as Master Servicer and The First National Bank of Chicago, as Trustee, pursuant to which the Certificates were issued. The undersigned certifies that it either: (i) is not acquiring the Privately Offered Certificate directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, and/or section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) is providing such other evidence acceptable to the Trustee to the effect that the proposed transfer and/or holding of a Privately Offered Certificate and the servicing, management and/or operation of the Trust and its assets: (I) will not result in any prohibited transaction which is not covered under an individual or class prohibited transaction exempti...

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Qualified Institutional Buyers as defined in Rule 144A under the Securities Act and (ii) “Qualified Purchasers” as defined under Section 2(a)(51) of the 1940 Act, as amended; and

Qualified Institutional Buyers means a qualified institutional buyer as defined under Regulation 2(1) (ss) of the SEBI ICDR Regulations;

Examples of Qualified Institutional Buyers in a sentence

The Class X-B, Class X-D, Class X-E and Class X-F Certificates shall be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000 (or $100,000 for such Certificates issued to Qualified Institutional Buyers either as a Book-Entry Certificate and held through DTC or in the form of Definitive Certificates) and in integral multiples of $1.00 in excess thereof.

More Definitions of Qualified Institutional Buyers

Qualified Institutional Buyers. (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)), (iii) outside the United States in an offshore transaction in accordance with Regulation S under the Securities Act, (iv) pursuant to an effective registration statement under the Securities Act or (v) pursuant to another exemption from registration under the Securities Act and, in the case of clauses (ii), (iii), (iv) or (v), a person whom the Company reasonably believes also is a “Qualified Purchaser” (as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness. This Security shall be construed and enforced in accordance wit...

Qualified Institutional Buyers as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

Qualified Institutional Buyers means “qualified institutional buyers” as such term is defined in Rule 144A(a)(1) of the U.S. Securities Act;

Qualified Institutional Buyers as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act, and this communication is only being distributed to such persons. This communication is not an offer to sell the securities and it is not a solicitation of an offer to buy the securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

Qualified Institutional Buyers as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act, and this communication is only being distributed to such persons. This communication is not an offer to sell the securities and it is not a solicitation of an offer to buy the securities in any jurisdiction to any person to whom it is unlawful to make such offer or soliciation in such jurisdiction. Any disclaimers or notices that may appear on this Pricing Supplement below the text of this legend are not applicable to this Pricing Supplement and should be disregarded. Such disclaimers may have been electronically generated as a result of this Pricing Supplement having been sent via, or posted on, Bloomberg or another electronic mail system.

Qualified Institutional Buyers as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Range Resources Corporation Guarantors: American Energy Systems, LLC Energy Assets Operating Company, LLC Range Energy Services Company, LLC Range Operating New Mexico, LLC Range Production Company Range Resources — Appalachia, LLC Range Resources — Midcontinent, LLC Range Resources — Pine Mountain, Inc. Range Texas Production, LLC Security description: Senior Subordinated Notes Distribution: 144A/Reg S with registration rights Face: $750,000,000 Gross proceeds: $750,000,000 Coupon: 5.00% Maturity: March 15, 2023 Offering price: 100% Yield to maturity: 5.00% Spread to treasury: 313 basis points Benchmark: UST 2.00% due February 15, 2023 Interest payment dates: March 15 and September 15, beginning September 15, 2013 Clawback: Up to 35% at 105% until March 15, 2016 Optional redemption: Make-whole call at T+50bps prior to March 15, 2018, then: March 15, 2018 102.500 % March 15, 2019 101.667 % March 15, 2020 100.833 % March 15, 2021 and thereafter 100.000 % Change of control: Put at 101% of principal plus accrued and unpaid interest Trade date: ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ date: (T+10) March 18, 2013 CUSIP: 75281A AP4 (144A) U75295 AC6 (Reg S) ISIN: US75281AAP49 (144A) USU75295AC62 (Reg S) Joint book-runners: ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇▇▇ Fargo Securities, LLC Barclays Capital Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Co-managers: Citigroup Global Markets Inc. Credit Agricole Securities (USA) Inc. RBC Capital Markets, LLC BMO Capital Markets Corp. SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. BB&T Capital Markets, a division of BB&T Securities, LLC Bosc, Inc. Capital One Southcoast, Inc. CIBC World Markets Corp. Comerica Securities, Inc. KeyBanc Capital Markets Inc. Mitsubishi UFJ Securities (USA), Inc. Natixis Securities Americas LLC PNC Capital Markets LLC Scotia Capital (USA) Inc. SG Americas Securities, LLC UBS Securities LLC U.S. Bancorp Investments, Inc. We estimate that the net proceeds from this offering (after deducting discounts to the initial purchasers and estimated expenses of the offering) will be approximately $737.75 million. At the year ended December 31, 2012, on an as adjusted basis to give effect to this offering and the application of the estimated net proceeds, we had a total capitalization of $5,248 million,...