Section 1145 Exemption definition

Section 1145 Exemption means the exemption contemplated by section 1145 of the Bankruptcy Code pursuant to which the distribution to the Adelphia Claimants of the then remaining Registrable Securities would not be subject to the registration requirements of the Securities Act.
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Examples of Section 1145 Exemption in a sentence

  • 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.

  • 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.

  • The Second Lien Notes and New Shares issued pursuant to the Rights Offering will be issued in reliance on the Section 1145 Exemption to the maximum extent possible and, to the extent the Section 1145 Exemption is unavailable, will be issued only to persons that are QIBs or IAIs in reliance on the exemption provided by Section 4(a)(2) under the Securities Act or other applicable exemption.

  • The Backstop Premium will be issued in reliance on the Section 1145 Exemption.

  • The Second Lien Notes and New Shares issued as fees under the Backstop Commitment Agreement will be issued in reliance on the Section 1145 Exemption.

  • The New Secured Notes issued pursuant to the Rights Offering will be issued in reliance on the Section 1145 Exemption to the maximum extent possible and, to the extent the Section 1145 Exemption is unavailable, will be issued in reliance on the exemption provided by section 4(a)(2) under the Securities Act or another applicable exemption.

  • Section 1145 Exemption Pursuant to section 1145 of the Bankruptcy Code, the offering, issuance, and distribution of the New Common Stock as contemplated by Article III.D of the Plan, shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act and any other applicable law requiring registration prior to the offering, issuance, distribution, or sale of securities.

  • The New Secured Notes issued pursuant to the Backstop Premium will be issued in reliance on the Section 1145 Exemption.

  • Provisions and regulations issued under the repealed Act on Plant Variety Rights remain in force until otherwise provided under this Act.

  • In connection with the shares of New Common Stock to be issued to DTC pursuant to the Prepackaged Plan in exchange for shares of preferred or common stock in the Debtor held by DTC immediately prior to 4:00 p.m., Eastern Time, on the Effective Date, the Reorganized Debtor need not provide any further evidence to DTC other than the Prepackaged Plan or the Confirmation Order.N. Bankruptcy Code Section 1145 Exemption.

Related to Section 1145 Exemption

  • New Exemption means the exemption from real property taxation provided hereunder with respect to the Exemption Area.

  • Section 162(m) Exemption means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.

  • QPAM Exemption is defined in Section 6.2(d).

  • INHAM Exemption is defined in Section 6.2(e).

  • Class Exemption A class exemption granted by the U.S. Department of Labor, which provides relief from certain of the prohibited transaction provisions of ERISA and the related excise tax provisions of the Code.

  • Underwriter’s Exemption Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as amended (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.

  • Statutory Exemption means the statutory exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code.

  • certificate of exemption means any document evidencing that the entity is exempt from

  • Tax Exemption means any financial assistance granted to a project which is based upon all or a portion of the taxes which would otherwise be levied and assessed against a project but for the involvement of the Agency in such project.

  • Prohibited Transaction Class Exemption means U.S. Department of Labor prohibited transaction class exemption 84-14, 90-1, 91-38, 95-60 or 96-23, or any similar prohibited transaction class exemption issued by the U.S. Department of Labor.

  • Exemption-Favored Party Any of (i) Xxxxx Fargo Securities, (ii) RBSSI, (iii) any Person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with Xxxxx Fargo Securities or RBSSI and (iv) any member of any underwriting syndicate or selling group of which any Person described in clauses (i), (ii) and (iii) is a manager or co-manager with respect to a Class of Certificates.

  • Exemption means the exemption from real property taxation provided hereunder.

  • Investor-Based Exemption Any of Prohibited Transaction Class Exemption ("PTCE") 84-14 (for transactions by independent "qualified professional asset managers"), PTCE 91-38 (for transactions by bank collective investment funds), PTCE 90-1 (for transactions by insurance company pooled separate accounxx), XXXX 95-60 (for transactions by insurance company general accounts) or PTCE 96-23 (for transactions effected by "in-house asset managers"), or any comparable exemption available under Similar Law.

  • Underwriter Exemption Collectively, (a) Prohibited Transaction Exemption 91-23, granted to a predecessor of Citigroup Global Markets Inc., (b) the prohibited transaction exemption granted to Deutsche Bank Securities Inc., Department Final Authorization Number 97-03E, and (c) the Prohibited Transaction Exemption 2002-19 granted to X.X. Xxxxxx Securities LLC, each as most recently amended by Prohibited Transaction Exemption 2013-08 and as further amended by the Department of Labor from time to time.

  • Exemption Period means the period beginning on the first day of the property tax year after the property tax year in which an applicable portion of Economic Development Property is placed in service and ending on the Termination Date. In case there are Phases of the Project, the Exemption Period applies to each year’s investment made during the Investment Period.

  • AIFM Regulation means Commission Delegated Regulation (EU) No. 231/2013.

  • Tax Exemption Certificate means the Tax Exemption Certificate approved under the terms of this Resolution and to be executed by the Treasurer and delivered at the time of issuance and delivery of the Notes.

  • SRM Regulation means Regulation (EU) No 806/2014 of the European Parliament and Council of 15 July 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund and amending Regulation (EU) No 1093/2010, as amended or replaced from time to time.

  • Change in 1940 Act Law shall have the meaning set forth in the definition of "Investment Company Event."

  • Exemptions means the exemptions from the registration and prospectus or equivalent requirements under Applicable Securities Laws;

  • Applicable Securities Law means (i) with respect to any offering of securities in the United States, or any other act or omission within that jurisdiction, the securities law of the United States, including the Exchange Act and the Securities Act, and any applicable securities law of any state of the United States, and (ii) with respect to any offering of securities in any jurisdiction other than the United States, or any related act or omission in that jurisdiction, the applicable securities laws of that jurisdiction.

  • Exemption Certificate is defined in clause (e) of Section 4.6.