Rule l44A definition

Rule l44A means Rule l44A under the Securities Act (or any successor provision), as it may be amended from time to time.
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Rule l44A means Rule 144A promulgated by the Securities and Exchange Commission under the Securities Act as such rule may be amended from time to time, or any similar rule then in force.
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Rule l44A means Rule l44A under the Securities Act (including any successor rule thereto), as the same may be amended from time to time.
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Examples of Rule l44A in a sentence

  • Each initial purchaser of an interest in a Rule 144A Note and each transferee of an interest in a Rule l44A Note will be deemed to represent at the time of purchase that, amongst other things, the purchaser is a QIB/QP.

  • Each initial purchaser of an interest in a Rule 144A Note and each transferee of an interest in a Rule l44A Note will be deemed to represent at the time of purchase that, amongst other things, the purchaser is both a QIB and a QP.

  • None of the Co-Issuers, the Trustee or any Paying Agent shall have any responsibility or liability for any aspects of the records maintained by DTC or its nominee or any of the Agent Members relating to or for payments made thereby on account of beneficial interests in a Rule l44A Global Note or a Regulation S Global Note.

  • None of the Master Issuer, Planet Fitness Holdings, the Trustee, the Servicer, the Initial Purchasers, any Paying Agent, or any of their respective Affiliates shall have any responsibility or liability for any aspects of the records maintained by DTC or its nominee or any of the Agent Members relating to or for payments made thereby on account of beneficial interests in a Rule l44A Global Note or a Regulation S Global Note.

  • None of the Master Issuer, Xxxxx’s, the Trustee, the Servicer, the Initial Purchasers, any Paying Agent, or any of their respective Affiliates shall have any responsibility or liability for any aspects of the records maintained by DTC or its nominee or any of the Agent Members relating to or for payments made thereby on account of beneficial interests in a Rule l44A Global Note or a Regulation S Global Note.

  • None of the Master Issuer, the Trustee or any Paying Agent shall have any responsibility or liability for any aspects of the records maintained by DTC or its nominee or any of the Agent Members relating to or for payments made thereby on account of beneficial interests in a Rule l44A Global Note or a Regulation S Global Note.

  • Each initial purchaser of an interest in a Rule 144A Note and each transferee of an interest in a Rule l44A Note will be deemed to represent at the time of purchase that, amongst other things, the purchaser is both a QIB and a Qualified Purchaser.

  • Each initial purchaser of an interest in a Rule 144A Note and each transferee of an interest in a Rule l44A Note will be deemed to represent at the time of purchase that, amongst other things, the purchaser is both a QIB (or, solely in the case of Notes purchased by the Collateral Manager and/or its Affiliates from the Issuer on the Issue Date, an IAI) and a QP.

  • Offers and sales of the Securities in connection with the Placement shall be made only to "qualified institutional buyers", as such term is defined in Rule l44A under the Securities Act of 1933, as amended (the "Act") and "accredited investors", and as such term is defined in Rule 501(a) of Regulation D promulgated under the Act.

  • None of the Issuer, the Trustee or any Paying Agent shall have any responsibility or liability for any aspects of the records maintained by DTC or its nominee or any of the Agent Members relating to or for payments made thereby on account of beneficial interests in a Rule l44A Global Note or a Regulation S Global Note.

Related to Rule l44A

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

  • Rule 15c2-12 means Rule 15c2-12 under the Securities Exchange Act of 1934, as amended through the date of this Undertaking, including any official interpretations thereof.

  • Rule 497 refers to Rule 497(c) or 497(h) under the Act, as applicable.

  • Rule 159A “Rule 405” and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

  • rule making ’ means agency process for formulating, amending, or repealing a rule;

  • Rule 3a-5 means Rule 3a-5 under the Investment Company Act.

  • Rule 3a-7 means Rule 3a-7 under the Investment Company Act.

  • SEC Rule means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934.

  • Rule 501 means Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

  • Rule 173 “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

  • Rule 17f-7 means Rule 17f-7 promulgated under the 1940 Act.

  • Rule means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.

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

  • 1933 Act Regulations means the rules and regulations of the Commission under the 1933 Act.

  • 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 17f-5 means Rule 17f-5 promulgated under the 1940 Act.

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

  • 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.

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

  • Rule 164 “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 430B” and “Rule 433” refer to such rules under the Act.

  • 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):

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

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

  • Regulation S means Regulation S promulgated under the Securities Act.

  • 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 Note has the meaning assigned to it in Section 2.1(d).