Rule 144A Offering means, with respect to any Person, an offering of such Person’s Equity Interests pursuant to Rule 144A promulgated by the SEC under the Securities Act of 1933, as amended.
Rule 144A Offering means the offering and sale of shares of the Common Shares of the REIT to FBR and the subsequent offering and sale of such shares by FBR in reliance upon Rule 144A and/or Regulation S, in each case as promulgated under the Securities Act of 1933, as amended (the "Securities Act"); and
Rule 144A Offering means (a) an offering of Class A-1 Common Stock to the initial purchasers and the resale of the Class A-1 Common Stock by the initial purchasers to “qualified institutional buyers” as defined in Rule 144A under the Securities Act or to certain persons outside the United States in offshore transactions in reliance on Regulation S under the Securities Act, which offering may be purchased on a firm commitment basis, sold by underwriters on an agency, best efforts or reasonable efforts basis, or not involve underwriters, and (b) a private placement with a placement agent to “accredited investors,” as defined in Rule 501 under Regulation D of the Securities Act.
Examples of Rule 144A Offering in a sentence
The securities are part of an issue registered under the Securities Act of 1933, as amended, which is being offered to the public, or are Eligible Municipal Securities, or are securities sold in an Eligible Foreign Offering or are securities sold in an Eligible Rule 144A Offering or part of an issue of government securities.
The securities are part of an issue registered under the Securities Act of 1933, as amended, which is being offered to the public, OR are Eligible Municipal Securities, OR are securities sold in an Eligible Foreign Offering OR are securities sold in an Eligible Rule 144A Offering OR part of an issue of government securities.
The securities are a part of an issue registered under the Securities Act of 1933, as amended, which is being offered to the public, or are Eligible Municipal Securities or are securities sold in an Eligible Foreign Offering, or are securities sold in an Eligible Rule 144A Offering.
Percentage Limit: The amount of such securities of any class of such issue purchased by all of the Portfolios and investment companies advised by the Adviser did not exceed 25% of the principal amount of the offering, if purchased in an offering other than a Rule 144A Offering.
If purchased in a Rule 144A Offering, 25% of the total of the principal amount of the offering of such class sold by underwriters or members of a selling syndicate to qualified institutional buyers as defined in Rule 144(a)(1) plus the principal amount of the offering of such class in any concurrent public offering.
More Definitions of Rule 144A Offering
Rule 144A Offering shall have the meaning specified in Section ------------------ 8.2(a).
Rule 144A Offering as defined in Section 8(b).
Rule 144A Offering means an offering of Class A Common Shares by the Company pursuant to Rule 144A of the Securities Act.
Rule 144A Offering means WPZ’s private placement of an aggregate of at least $2.75 billion in principal amount of debt securities to initial purchasers who may resell them pursuant to Rule 144A under the Securities Act of 1933, as amended, the net proceeds of which are to be used to provide all or a portion of the cash consideration in connection with the Acquisition.
Rule 144A Offering means the offering of debt securities by Parent in a private placement under circumstances in which such securities are intended to qualify for resale pursuant to Rule 144A under the Securities Act. "Securities Act" shall mean the Securities Act of 1933, as amended. "Subsidiary" shall mean any corporation in which securities representing a majority of the combined voting power of voting interests entitled to vote generally for the election of directors are beneficially owned by such company and/or one or more Subsidiaries. "Target Closing Net Worth" shall mean $22,689,000. "Taxes" shall mean (a) all Taxes, fees, levies, customs duties, assessments, or charges of any kind whatsoever, including, without limitation, gross income, net income, gross receipts, profits, windfall profits, sales, use, occupation, value-added, consumption, ad valorem, transfer, license, franchise, withholding, payroll, employment, excise, estimated, stamp, premium, capital stock, production, net worth, alternative or add-on minimum, environmental, business and occupation, disability, severance, or real or personal property taxes imposed by any Federal, state, county, local, foreign, or other governmental authority together with any interest, penalties, or additions to tax imposed with respect thereto and (b) any obligations under any tax sharing, tax allocation, or tax indemnity agreements or arrangements with respect to any Taxes described in clause (a) above. 4 9 "Taxing Authority" shall mean any governmental authority having jurisdiction over the assessment, determination, collection, or other imposition of any Tax. "Technology" shall mean all technology trade secrets, confidential or proprietary information, research in progress, inventions and invention disclosures (whether patentable or unpatentable), know how, formulae, processes, procedures, research records, records of inventions, test information, market surveys and marketing know-how; and drawings, schematics, blueprints, flow sheets, designs and models, if any, of any nature whatsoever. "U.S. GAAP" shall mean the Accounting Principles and, to the extent not inconsistent therewith, other generally accepted accounting principles in the United States of America as in effect from time to time. "WARN Act" shall mean the Worker Adjustment and Retraining Notification Act, 29 U.S.C. 2101 et seq. 1.2
Rule 144A Offering means the Company’s offer to sell the Securities upon the terms and subject to the conditions set forth in a confidential offering memorandum dated March 2, 2022 (including any documents incorporated by reference therein). “Prospectus” shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including any such prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including post-effective amendments, and in each case including all material incorporated by reference therein. “Purchase Agreement” shall mean the Purchase Agreement, dated March 2, 2022, between the Initial Purchasers and the Company. “Registrable Securities” shall mean the Securities; provided, however, that Securities shall cease to be Registrable Securities when (i) a Registration Statement with respect to such Securities shall have been declared effective under the 1933 Act and such Securities shall have been disposed of pursuant to such Registration Statement, (ii) such Securities have been sold to the public pursuant to Rule 144 under the 1933 Act, (iii) such Securities shall have ceased to be Outstanding or (iv) the Exchange Offer is consummated (except in the case of Securities purchased from the Company and continued to be held by the Participating Broker-Dealers). “Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Company with this Agreement, including, without limitation: (i) all SEC, stock exchange or Financial Industry Regulatory Authority, Inc. (“FINRA”) registration and filing fees, including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” (and its counsel) that is required to be retained by any holder of Registrable Securities in accordance with the rules and regulations of FINRA, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws and compliance with the rules of FINRA (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with blue sky qualification of any of the Exchange Securities or Registrable Securities and any filings with FINRA), (iii) all expenses of any Persons in preparing or assisting in prepar...
Rule 144A Offering means the sale of Registrable Notes by Holders to Initial Purchasers who then resell those Registrable Notes in a managed offering pursuant to Rule 144A or Regulation S.