Section 1145 definition
Examples of Section 1145 in a sentence
Such securities will be freely transferable to the extent provided under Section 1145 of the Bankruptcy Code.
Beneficial interests in the Regulation S Global Notes, the Rule 144A Global Notes or the IAI Global Notes may not be exchanged for beneficial interests in the Section 1145 Global Note at any time.
Any Physical Security issued upon exchange or transfer of an Unrestricted Physical Security that is issued to a Person that may be deemed to be an “underwriter” within the meaning of Section 1145 or an “affiliate” or a “control person” within the meaning of the Securities Act and any Physical Security issued upon exchange or transfer of a Restricted Physical Security may, in each case, bear the Transfer Restriction Legend and, in any event, shall be subject to all applicable restrictions on transfer.
Subject to any Lock-up Agreements, the Stockholder may effect a Transfer of Registrable Securities to the Adelphia Claimants pursuant to the Section 1145 Exemption.
Neither the Warrants nor the Warrant Shares have been registered under the Securities Act, but they have been issued pursuant to a valid exemption from the Securities Act pursuant to Section 1145 of the Bankruptcy Code.
The Stockholder and the Issuer shall reasonably consult with each other no less than 60 days prior to the making of any solicitation of votes of the Adelphia Claimants with respect to a Final Distribution and shall use commercially reasonable efforts to determine, based on clear statements made by the staff of the Commission, a final order of the Bankruptcy Court or an opinion of counsel, whether the Section 1145 Exemption is available.
The Investment Manager acknowledges that Section 1-145 of the Illinois Pension Code prohibits a person or entity from retaining a person or entity to attempt to influence the outcome of an investment decision of or the procurement of investment advice or services of the Fund for compensation, contingent in whole or in part upon the decision or procurement.
The parties shall enter into a customary registration rights agreement providing for among other things a re-sale registration statement for any First Lien Noteholder that cannot freely transfer its equity pursuant to Section 1145 of the Bankruptcy Code and keeping any registration statements that do not automatically incorporate SEC filings by reference up to date.
Subject to Section 11.45, this Agreement and the Incidental Documents, together with any other writings signed by the parties expressly stated to be supplemental hereto and together with any instruments to be executed and delivered pursuant to this Agreement, constitutes the entire agreement between the parties and supersedes all prior understandings and writings, and may be changed only by a writing signed by the parties hereto.
The Notes are being issued pursuant to an exercise of rights to acquire the Notes obtained in an offering exempt from registration under the Securities Act in reliance on Section 1145 of the Bankruptcy Law, in the form of a permanent Global Note substantially in the form of Annex A, including appropriate legends as set forth in Section 202, duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian.