SEC Rule 144A definition

SEC Rule 144A means Rule 144A as promulgated under the Securities Act of 1933, as amended, as the same may be in effect from time to time.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

SEC Rule 144A means SEC Rule 144A adopted under the Securities Act, as amended from time to time.

SEC Rule 144A means Rule 144A as promulgated under the Securities Act of 1933, as amended, as the same may be in effect from time to time. “Secured Cash Management Agreement” means any Cash Management Agreements entered into with any Cash Management Bank. “Secured Creditors” means each of the Administrative Agent, the Lenders, each LC Issuer, each Secured Hedge Provider, each Cash Management Bank, and the respective successors and assigns of each of the foregoing provided that each Secured Hedge Provider and Cash Management Bank, other than the Administrative Agent, a Lender or an LC Issuer, is designated in a written notice by any Borrower to the Administrative Agent as a Secured Party in respect thereof and executes and delivers to the Administrative Agent a letter agreement in form and substance reasonably acceptable to the Administrative Agent pursuant to which such Person (i) appoints the Administrative Agent as its agent under the applicable Loan Documents, (ii) agrees to be bound by the provisions of Article IX, Sections 11.01, 11.02 and 11.08 as if it were a Lender and (iii) agrees to be bound by the provisions of that certain agreement among the Secured Creditors, dated as of the date hereof. “Secured Hedge Agreement” means any Hedge Agreements entered into with any Secured Hedge Provider, which is in effect on, or entered into after, the Closing Date. “Secured Hedge Provider” means the Administrative Agent, a Lead Arranger, a Lender or an Affiliate of the Administrative Agent, a Lead Arranger or a Lender (or a Person who was a Lender or an Affiliate of a Lender at the time of execution and delivery of a Hedge Agreement) (i) who has entered into a Hedge Agreement with the U.S. Borrower or any of its Restricted Subsidiaries, or (ii) that is a party to a Hedge Agreement in existence on the Closing Date with U.S. Borrower or any of its Restricted Subsidiaries, in its capacity as a counterparty to such Hedge Agreement. “Security Agreements” means, collectively, the U.S. Security Agreement and the Non-U.S. Security Agreements.

Examples of SEC Rule 144A in a sentence

• In connection with purchases by Buyer, the Buyer is a "qualified institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year.

• The Investor is a "qualified institutional buyer" within the meaning of SEC Rule 144A, as presently in effect.

• A qualified institutional buyer (“QIB”) as defined in SEC Rule 144A under the Securities Act that is acting for its own account or for the account of another QIB or a QP.

• The foregoing restriction on transfer or disposition of securities held by a Holder shall not apply with respect to any securities of the Company offered or traded in the public market (including pursuant to the Company's Initial Public Offering or any market for such shares that may develop pursuant to SEC Rule 144A promulgated under the ▇▇▇▇ ▇▇▇) which are acquired by the Holder in an "open market" transaction.

• The Company has not offered any of the Shares or any similar securities of the Company for sale to, or solicited offers to buy any thereof from, or otherwise approached or negotiated with respect thereto with, any prospective purchasers, other than the Purchasers, persons who qualify as "accredited investors," as such term is defined in SEC Regulation D, and up to 10 other prospective purchasers who are "qualified institutional buyers" within the meaning of SEC Rule 144A.

• If the $730 million of Indebtedness described above is not in form of New Notes, then such replacement debt must satisfy all of the requirements of Code Section 465(b)(6), it being understood and agreed that debt issued under SEC Rule 144A (including registered debt issued in a subsequent A/B exchange) shall be deemed to satisfy the “holder” requirement of Code Section 465(b)(6)(B)(ii).

• The Company has not offered any of the Securities or any similar security of the Company for sale to, or solicited offers to buy any thereof from, or otherwise approached or negotiated with respect thereto with, any prospective purchaser, other than the Purchaser and up to ten (10) other prospective purchasers who are "qualified institutional buyers" within the meaning of SEC Rule 144A.

• The Company has not offered any of the Shares or any similar security of the Company for sale to, or solicited offers to buy any thereof from, or otherwise approached or negotiated with respect thereto with, any prospective purchasers, other than the Purchasers, persons who qualify as "accredited investors," as such term is defined in SEC Regulation D, and up to ten (10) other prospective purchasers who are "qualified institutional buyers" within the meaning of SEC Rule 144A.

• At the time such Purchaser was offered the Purchased Shares, it was, and will be at Closing, an “accredited investor” as defined in Rule 501(a) under the Securities Act or a “qualified institutional buyer”, as defined in SEC Rule 144A.

• The underwriters will market the high yield bonds to large institutional investors in Europe and North America pursuant to US SEC Rule 144A and Regulation S, as is typical for this type of debt security.