Rule 144A Sale definition

Rule 144A Sale shall have the meaning set forth in Section 2.2(a)(iv).
Sample 1Sample 2
Rule 144A Sale has the meaning set forth in Section 2(g).
Sample 1Sample 2
Rule 144A Sale means a sale of Rule 144A Notes to one or more of the following: (a) qualified institutional buyers (as defined in Rule 144A promulgated under the Securities Act), (b) institutional accredited investors (as defined in Rule 501 of Regulation D promulgated under the Securities Act) and (c) offshore investors (as permitted under Regulation S promulgated under the Securities Act).
Sample 1

Examples of Rule 144A Sale in a sentence

  • Holders of the Notes shall have the right to sell such securities in a marketed offering under Rule 144A under the Securities Act through one or more initial purchasers on a firm commitment basis, using procedures that are substantially equivalent to those specified in Section 2 (any such sale, a “Rule 144A Sale”); provided that each such Rule 144A Sale shall be deemed to be an Underwritten Shelf Takedown for purposes of the last sentence of Section 2(a)(iii).

  • Provided that the other provisions of this Retention Bonus Arrangement are satisfied, the Bonus will be paid to you in equal installments of $102,326.77 upon the first and second anniversaries of the successful initial closing (without regard to any secondary closings) of the Rule 144A Sale (the “Bonus Payment Dates”).

  • In consideration of your continued employment and contributions toward the Rule 144A Sale and the closing thereof, the Company will pay to you, subject to the other provisions specified in this letter, a retention bonus in the aggregate of $204,653.53 (the “Bonus”).

  • In consideration of your continued employment and contributions toward the Rule 144A Sale and the closing thereof, the Company will pay to you, subject to the other provisions specified in this letter, a retention bonus in the aggregate of $818,580.18 (the “Bonus”).

  • Provided that the other provisions of this Retention Bonus Arrangement are satisfied, the Bonus will be paid to you in equal installments of $409,290.09 upon the first and second anniversaries of the successful initial closing (without regard to any secondary closings) of the Rule 144A Sale (the “Bonus Payment Dates”).

Related to Rule 144A Sale

  • Rule 144A means Rule 144A promulgated under the Securities Act.

  • Rule 144A Securities means Securities of a series designated pursuant to Section 2.01 as entitled to the benefits of Section 4.03(b).

  • Rule 144A Notes means all Notes offered and sold to QIBs in reliance on Rule 144A.

  • Rule 144A Letter As defined in Section 5.02(b).

  • Rule 144A Global Note has the meaning assigned to it in Section 2.1(d).

  • Rule 144A Global Notes has the meaning set forth in Section 4.2(b)(i) of the Series 2018-1 Supplement.

  • Rule 144A Global Certificate With respect to any Class of Book-Entry Certificates, a single global Certificate, or multiple global Certificates collectively, registered in the name of the Depository or its nominee, in definitive, fully registered form without interest coupons, each of which Certificates bears a Qualified Institutional Buyer CUSIP number and does not bear a Regulation S Legend.

  • Rule 144A Global Certificates As defined in Section 5.02(c)(ii) of this Agreement.

  • Regulation S Investor With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate pursuant to Regulation S.

  • Rule 144A Certificate means (i) a certificate substantially in the form of Exhibit F hereto or (ii) a written certification addressed to the Company and the Trustee to the effect that the Person making such certification (x) is acquiring such Note (or beneficial interest) for its own account or one or more accounts with respect to which it exercises sole investment discretion and that it and each such account is a qualified institutional buyer within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information.

  • Rule 144A Information means the information specified pursuant to Rule 144A(d)(4) of the Securities Act (or any successor provision thereto).

  • Rule 144A Global Security has the meaning specified in Section 2.1(a) of Appendix A.

  • 144A Notes means the Class E Notes and any Note retained by the Depositor or an Affiliate thereof on the Closing Date.

  • Rule 144A Certificates The Junior Subordinate Certificates.

  • Rule 904 means Rule 904 promulgated under the Securities Act.

  • Securities Act means the Securities Act of 1933, as amended.

  • Rule 144 means Rule 144 promulgated under the Securities Act.

  • SEC Rule 144 means Rule 144 promulgated by the SEC under the Securities Act.

  • 144A Global Note means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

  • Rule 903 means Rule 903 promulgated under the Securities Act.

  • 1933 Securities Act means the Securities Act of 1933 of the United States, as amended, and the rules and regulations thereunder, and any comparable or successor laws or regulations thereto.

  • 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 November 1, 2004, among Structured Asset Mortgage Investments II Inc., Xxxxx Fargo Bank, N.A., EMC Mortgage Corporation and U.S. Bank National Association, as Trustee, pursuant to 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, or section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) is providing a representation or an opinion of counsel to the effect that the proposed transfer and holding of a Privately Offered Certificate and the servicing, management and operation of the Trust and its assets: (I) will not result in any prohibited transaction which is not covered under a prohibited transaction exemption, including, but not limited to, Prohibited Transaction Exemption ("PTE") 84-14, XXX 00-00, XXX 00-0, XXX 00-00, XXX 00-00 and (II) will not give rise to any additional obligations on the part of the Depositor, the Master Servicer, the Securities Administrator or the Trustee or (iii) has attached hereto the opinion specified in Section 5.07 of the Agreement. If the Purchaser proposes that its Certificates be registered in the name of a nominee on its behalf, the Purchaser has identified such nominee below, and has caused such nominee to complete the Nominee Acknowledgment at the end of this letter. Name of Nominee (if any):

  • Qualified Institutional Buyer means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

  • Rule 144A Global Covered Bond means a Registered Global Covered Bond representing Covered Bonds sold in the United States to QIBs in reliance on Rule 144A;

  • Regulation S Securities means all Initial Securities offered and sold outside the United States in reliance on Regulation S.

  • Rule 144(k) means Rule 144(k) as promulgated under the Securities Act, or any successor rule.