Transfer Restricted Bonds definition

Transfer Restricted Bonds means Bonds that bear or are required to bear the legend set forth in Section 2.3(d)(i) hereof.
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Transfer Restricted Bonds means each Definitive Bond and each Bond that bears or is required to bear the legend described in Section 3.05 until (i) the date on which that Bond has been exchanged by a person other than a broker-dealer for a freely transferrable Exchange Bond in the Registered Exchange Offer; (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of a Transfer Restricted Bond for an Exchange Bond, the date on which that Exchange Bond is sold to a purchaser who receives from that broker-dealer on or prior to the date of that sale a copy of the prospectus contained in the Exchange Offer Registration Statement; (iii) the date on which that Bond has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; or (iv)
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Transfer Restricted Bonds means Initial Bonds or Private Exchange Bonds that bear or are required to bear the legend set forth in Article IV, Section 4(b).
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Examples of Transfer Restricted Bonds in a sentence

  • No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Bonds on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

  • No Holder of Transfer Restricted Bonds may include any of its Transfer Restricted Bonds in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 days after receipt of a request therefor, the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Securities Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein.

  • There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted with respect to the Transfer Restricted Bonds.

  • The Registrants shall use their reasonable best efforts to file the reports required to be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Registrants are not required to file such reports, they will, upon the written request of any Holder of Transfer Restricted Bonds, make available to such Holder information that is necessary to permit sales of such Holder's securities pursuant to Rules 144 and 144A.

  • If any of the Transfer Restricted Bonds covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Bonds included in that offering, but the Managing Underwriters must be reasonably satisfactory to the Company.

  • Upon the written request of any Holder of Transfer Restricted Bonds, the Registrants shall deliver to such Holder a written statement as to whether it has complied with such requirements.

  • The Registrants covenant that they will use their reasonable best efforts to take such further action as any Holder of Transfer Restricted Bonds may reasonably request, all to the extent required from time to time to enable such Holder to sell Transfer Restricted Bonds without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including, without limitation, the requirements of Rule 144A(d)(4)).

  • If any of the Transfer Restricted Bonds covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("MANAGING UNDERWRITERS") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Bonds to be included in such offering.

  • A Person is deemed to be a holder of Transfer Restricted Bonds (each, a "Holder") whenever such Person owns Transfer Restricted Bonds.

  • Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Bonds subject to such Exchange Offer.


More Definitions of Transfer Restricted Bonds

Transfer Restricted Bonds. Each Bond, until the earliest to occur of (a) the date on which such Bond is exchanged in the Exchange Offer and entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Bond has been disposed of in accordance with a Shelf Registration Statement, (c) the date on which such Bond is disposed of by a Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein) or (d) the date on which such Bond is distributed to the public pursuant to Rule 144 under the Securities Act.
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Transfer Restricted Bonds means (i) each Bond until the date on which such Bond has been exchanged for a freely transferable Exchange Bond in the Registered Exchange Offer, (ii) each Bond or Private Exchange Bond until the date on which it has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) each Bond or Private Exchange Bond until the date on which it is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), the Registrants shall not be required to pay liquidated damages to a Holder of Transfer Restricted Bonds if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1, failed to provide the information required to be provided by it, if any, pursuant to Section 4(n) or failed to properly tender Bonds for Exchange Bonds in the Exchange Offer.
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Related to Transfer Restricted Bonds

  • Transfer Restricted Notes means Definitive Notes and any other Notes that bear or are required to bear the Restricted Notes Legend.

  • Transfer Restricted Note means any Note that bears or is required to bear the Restricted Notes Legend.

  • Transfer-Restricted Security means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

  • Transfer Restricted Global Notes means Global Notes that bear or are required to bear or are subject to the Restricted Notes Legend.

  • Transfer Restricted Securities means Securities that bear or are required to bear the legend relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(e) hereto.

  • Transfer Restrictions means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.

  • Transfer Restriction means, with respect to any security or other property, any condition to or restriction on the ability of the holder thereof to sell, assign or otherwise transfer such security or other property or to enforce the provisions thereof or of any document related thereto, whether set forth in such security or other property itself or in any document related thereto or arising by operation of law, including, without limitation, such conditions or restrictions arising under federal, state or foreign laws or under any contracts, arrangements or agreements.

  • Existing Transfer Restrictions means Transfer Restrictions existing with respect to any securities by virtue of the fact that Counterparty may be an “affiliate” of the Issuer (as such term is defined in Rule 144 under the Securities Act).

  • Transfer Restriction Event shall have the meaning specified in Section 2.11.

  • Transfer Restricted Definitive Notes means Definitive Notes that bear or are required to bear or are subject to the Restricted Notes Legend.

  • Restricted Note has the same meaning as “Restricted Security” set forth in Rule 144(a)(3) promulgated under the Securities Act; provided that the Trustee shall be entitled to request and conclusively rely upon an Opinion of Counsel with respect to whether any Note is a Restricted Note.

  • Restricted Notes means Initial Notes and Additional Notes bearing one of the restrictive legends described in Section 2.1(d).

  • Restricted Notes Legend means the legend set forth in Section 2.2(f)(i) herein.

  • Restricted Certificated Note means a Certificated Note bearing the Private Placement Legend.

  • Restricted Security means a Note that constitutes a “Restricted Security” within the meaning of Rule 144(a)(3) under the Securities Act; provided, however, that the Trustee shall be entitled to request and conclusively rely on an Opinion of Counsel with respect to whether any Note constitutes a Restricted Security.

  • Restricted Securities Legend means the legend set forth in Section 2.3(e)(i) herein.

  • Restricted Global Security As defined in Section 3.01(c).

  • Rule 144A Global Security has the meaning specified in Section 2.1(a) of Appendix A.

  • Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation.

  • Unrestricted Notes means one or more Notes that do not and are not required to bear the Restricted Notes Legend including, without limitation, the Exchange Notes and any Notes registered under the Securities Act pursuant to and in accordance with the Registration Rights Agreement.

  • Company Restricted Shares means all shares of Company Common Stock subject to vesting restrictions and/or forfeiture back to the Company, whether granted under a Company Stock Plan or otherwise.

  • Non-Guarantor Restricted Subsidiary means any Restricted Subsidiary that is not a Subsidiary Guarantor.

  • Restricted Global Certificate Has the meaning specified in Section 3.01(c).

  • Restricted Global Note means a Global Note bearing the Private Placement Legend.

  • Regulation S Global Security The meaning specified in Section 3.01(c).

  • Company Restricted Share means each restricted share of Company Common Stock outstanding as of the Effective Time granted pursuant to any equity or compensation plan or arrangement of the Company.