Rule 144A Warrants definition

Rule 144A Warrants shall have the meaning set forth in Section 2.1(b).
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Rule 144A Warrants means any Warrants which are specified to be Rule 144A Securities in the relevant Final Terms.
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Rule 144A Warrants means any Warrants which are specified to be Rule 144A Securities in the relevant Pricing Supplement.
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Examples of Rule 144A Warrants in a sentence

  • Such appointment shall be irrevocable so long as the Holders shall have any rights pursuant to the terms of the Rule 144A Warrants, or the Rule 144A Certificates, as the case may be, until the appointment of a successor by JPMSP or JPMBD, as applicable, and such successor's acceptance of such appointment.

  • The Rule 144A Warrants and Rule 144A Certificates are governed by and shall be construed in accordance with the laws of the State of New York.

  • Warrants offered and sold to Qualified Institutional Buyers in reliance upon Rule 144A in the United States of America ("Rule 144A Warrants") shall be issued on the Issue Date in the form of one or more global Warrants in registered global form ("Rule 144A Global Warrants").

  • The Rule 144A Warrants and Rule 144A Certificates, the JPMorgan Chase Bank, N.A. Guarantee in respect of Securities issued by JPMSP and the JPMorgan Chase & Co. Guarantee in respect of Securities issued by each of JPMBD and JPMI are governed by and shall be construed in accordance with the laws of the State of New York and the Agency Agreement shall be construed in accordance with English law (without reference to the principles of conflicts of law thereof).

  • The Courts of England are to have jurisdiction to settle any disputes, controversy, proceedings or claim of whatever nature that may arise out of or in connection with any Securities (other than French Securities, German Securities, Rule 144A Warrants and Rule 144A Certificates), Receipts, Talons or Coupons (including their formation) and accordingly any such legal action or proceedings ("Proceedings") may be brought in such courts.

  • Any federal or state court in the Borough of Manhattan, The City of New York, State of New York is to have jurisdiction to settle any legal action or proceedings arising out of or in connection with Rule 144A Warrants and Rule 144A Certificates (including their formation) (the "Proceedings") that may be brought in such courts.

  • Any federal or state court in the Borough of Manhattan, The City of New York, State of New York is to have jurisdiction to settle any legal action or proceedings arising out of or in connection with Rule 144A Warrants and Rule 144A Certificates (including their formation), the JPMorgan Chase Bank, N.A. Guarantee in respect of Securities issued by JPMSP and the JPMorgan Chase & Co. Guarantee in respect of Securities issued by JPMBD, (the "Proceedings") that may be brought in such courts.

  • Price evaluation will be on the basis of least overall cost across both lots (i.e. the lowest bidder for one State may not be the preferred bidder if an overall lower cost to FSM can be achieved).

  • Regulation S / Rule 144ARegulation S / Rule 144A Warrants issued by JPMSP may be sold to certain investors outside the United States in "offshore transactions" (as defined in Regulation S) in reliance on Regulation S and to certain qualified investors in the United States in reliance on Rule 144A of the Securities Act.

  • A new Annex 12 (Additional Terms and Conditions for Saudi Share Linked Warrants) to the Terms and Conditions of the W&C Securities shall be inserted beginning on page 375 of the Base Prospectus immediatelyfollowing after Annex 11 (Additional Terms and Conditions for Rule 144A Warrants), as set out in Appendix II to this Supplement.

Related to Rule 144A Warrants

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

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

  • 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.

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

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

  • 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.

  • Class B Warrants means, collectively, the Common Stock purchase warrants in the form of Exhibit C attached hereto delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which warrants shall be exercisable immediately and have a term of exercise equal to one year.

  • 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 Certificates The Junior Subordinate Certificates.

  • Initial Warrants means the warrant to purchase shares of common stock of the Issuer issued pursuant to the Initial Warrants Purchase Agreement.

  • 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;

  • 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.

  • 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.

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

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • Broker Warrants has the meaning ascribed to such term in Section 12 hereof;

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

  • Interest Conversion Shares shall have the meaning set forth in Section 2(a).

  • Conversion Stock means shares of Common Stock issued upon conversion of the Preferred Stock.

  • Special Warrants means the special warrants issued by the Company, at a price of $0.10 per Special Warrant, pursuant to the Special Warrant Private Placement and entitling the holder thereof to acquire, for no additional consideration, one Common Share pursuant to the terms and conditions in the Special Warrant Certificates; and

  • Series A Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately from the Closing Date and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.