Qualified Reopening definition

Qualified Reopening. The offering of the Bonds is expected to qualify as a “qualified reopening” of the Existing Bonds under the United States Treasury Regulations. See “Certain United States Federal Income Tax Consequences” in the Preliminary Prospectus Supplement dated March 25, 2019. CUSIP / ISIN: 207597 EL5 / US207597EL50 Ratings*: [Ratings omitted] Joint Book-Running Managers: X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC MUFG Securities Americas Inc. Xxxxx Fargo Securities, LLC Co-Manager: Xxxxxx X. Xxxxxxx & Company, Inc. * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. ** Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade bonds in the secondary market prior to the date that is two business days before the settlement date will be required, by virtue of the fact that the bonds initially will settle T+5 (on April 1, 2019) to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of bonds who wish to trade bonds prior to the date that is two business days before the settlement date should consult their own advisors. The issuer has filed a registration statement (including a prospectus, as supplemented) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus (as supplemented) in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus (as supplemented) if you request it by calling X.X. Xxxxxx Securities LLC collect at 0-000-000-0000; Mizuho Securities USA LLC toll-free at (000) 000-0000; MUFG Securities Americas Inc. toll-free at (000) 000-0000; or by calling Xxxxx Fargo Securities, LLC toll-free at (000) 000-0000. SCHEDULE III Closing Date and Location: 10:00 a.m., New York time April 1, 0000 Xxxxxx, Hall & Xxxxxxx LLP Xxx Xxxxxxxxxxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Purchase Price for the Bonds: 101.777% of the principal amount thereof
Sample 1
Qualified Reopening within the meaning of Treasury Regulation Section 1.1275-2(k)(3).
Sample 1
Qualified Reopening. The offering of the Notes is expected to qualify as a “qualified reopening” of the Existing Notes under the United States Treasury Regulations. See “Certain United States Federal Income Tax Consequences” in the Preliminary Prospectus Supplement dated October 2, 2017.
Sample 1

Examples of Qualified Reopening in a sentence

  • Issue Price of Notes that are Issued in Exchange for Property Pursuant to a Qualified Reopening 18 1.

  • Qualified Reopening of the Notes due 2040 For U.S. federal income tax purposes, the Notes due 2040 are expected to be issued pursuant to a “qualified reopening” of the existing Notes due 2040.

  • Company may treat the Qualified Reopening Debt owned by the Non-5% Creditors as having been owned by such Creditors since Date 2 for purposes of meeting the 18-month requirement of section 382(l)(5)(E)(i) and Treas.

  • Qualified Reopening For U.S. federal income tax purposes, the Senior Secured Notes Issuer intends to treat the Additional Senior Secured Notes as issued pursuant to a “qualified reopening” of the Existing Senior Secured Notes.

  • Issue Price of Notes that are Issued in Exchange for Property Pursuant to a Qualified Reopening 1.

  • Local Government Act 1995 5.41 (CEO)Local Government Act 1995 6.8 (1) (c) (President) Bush Fires Act 1954 36 (Council expenditure)Bush Fires Act 1954 39 (d) (g) (Bush Fire Control Officers) POLICY NO:-CP077 - BRIGADE VOLUNTEER MINIMUM FIRE TRAINING REQUIRMENTS‌ RECOMMENDATION – Delete Policy DEV2 and Replace with CP077as follows: 1.

  • In November 2012, the Tax Section proposed targeted changes to the 2012 Final Regula- tions, including (1) allowing an issuer to satisfy any of the three Qualified Reopening Tests based on either Announcement Date Value Testing or Actual Issue Price Testing and (2) tech- nical changes to ensure that both Announcement Date Value Testing and Actual Issue Price Test- ing work in the intended fashion.17 To date, there have been no changes to the 2012 Final Regulations.

  • The Exchange Offer is subject to a number of conditions, each of which may be waived or modified by the Company, in whole or in part, at any time and from time to time, as described in “The Exchange Offer – Conditions to the Exchange Offer” and “The Exchange Offer – Qualified Reopening Condition” in the Prospectus.

  • When faced with this question in 2001, Treasury concluded that, for reopenings occurring more than six months after the issuance of the original debt instruments, the De Minimis OID Test should be the only avail- able Qualified Reopening Test.77 But, as noted above, the need for Tax Fungible reopenings out- side of the six month window is far greater than it was in 2001.

  • The Exchange Offer is subject to a number of conditions, each of which may be waived or modified by the Company, in whole or in part, at any time and from time to time, as described in “The Exchange Offer – Conditions to the Exchange Offer,” “The Exchange Offer – Exchange Offer Minimum; Qualified Reopening Condition,” and “The Exchange Offer – Shareholder Approval Requirement” in the Prospectus.

Related to Qualified Reopening

  • Qualified REIT Subsidiary means any Subsidiary of the General Partner that is a “qualified REIT subsidiary” within the meaning of Section 856(i) of the Code.

  • Qualified Reservist Distribution means a distribution (i) from an IRA or elective deferrals under a section 401(k) or 403(b) plan, or a similar arrangement, (ii) to an individual ordered or called to active duty after September 11, 2001 (because he or she is a member of a reserve component) for a period of more than 179 days or for an indefinite period, and (iii) made during the period beginning on the date of the order or call and ending at the close of the active duty period.

  • Qualified Acquisition means any acquisition of either or both the capital stock or assets of any Person or Persons (or any portion thereof), or the last to occur of a series of such acquisitions consummated within a period of six consecutive months, if the aggregate amount of Indebtedness incurred by one or more of the Company and its Subsidiaries to finance the purchase price of, or assumed by one or more of them in connection with the acquisition of, such stock and property is at least $100,000,000.

  • Qualified Sale means a sale made by a qualified person through a charitable auction.

  • Qualified Securitization Facility means any Securitization Facility (1) constituting a securitization financing facility that meets the following conditions: (a) the Board of Directors will have determined in good faith that such Securitization Facility (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Borrower and the applicable Restricted Subsidiary or Securitization Subsidiary and (b) all sales or contributions of Securitization Assets and related assets to the applicable Person or Securitization Subsidiary are made at fair market value (as determined in good faith by the Borrower) or (2) constituting a receivables financing facility.

  • Qualified Replacement Mortgage A Home Equity Loan substituted for another pursuant to Section 3.04, 3.05(b) or 3.06(b) hereof, which (i) has a Coupon Rate at least equal to the Coupon Rate of the Home Equity Loan being replaced, (ii) is secured by Property that is of the same or better property type as, or is a single family dwelling and the same or better occupancy status as, the Property securing the Home Equity Loan being replaced or is a primary residence, (iii) shall mature no later than the latest Final Scheduled Distribution Date with respect to the related Home Equity Loan Group, (iv) has a Loan-to-Value Ratio as of the Replacement Cut-Off Date no higher than the Loan-to-Value Ratio of the replaced Home Equity Loan at such time, (v) shall be of the same or higher credit quality classification (determined in accordance with the Seller’s credit underwriting guidelines set forth in the Seller’s underwriting manual) as the Home Equity Loan which such Qualified Replacement Mortgage replaces, (vi) shall be a First Mortgage Loan if the Home Equity Loan which such Qualified Replacement Mortgage replaces was a First Mortgage Loan and shall be a First Mortgage Loan or Second Mortgage Loan if the Home Equity Loan which such Qualified Replacement Mortgage replaces was a Second Mortgage Loan, (vii) has an outstanding principal balance as of the related Replacement Cut-Off Date equal to or less than the outstanding principal balance of the replaced Home Equity Loan as of such Replacement Cut-Off Date, (viii) shall not provide for a “balloon” payment if the related Home Equity Loan did not provide for a “balloon” payment (and if such related Home Equity Loan provided for a “balloon” payment, such Qualified Replacement Mortgage shall have an original maturity of not less than the original maturity of such related Home Equity Loan), (ix) shall be a fixed rate Home Equity Loan if the Home Equity Loan being replaced is in Group I or an adjustable rate Home Equity Loan if the Home Equity Loan being replaced is in Group II, (x) satisfies the criteria set forth from time to time in the definition thereof at Section 860G(a)(4) of the Code (or any successor statute thereto) and applicable to the Trust, (xi) satisfies the representations and warranties set forth in Section 3.04(b) hereof, (xii) shall not be 30 days or more Delinquent and (xiii) if such Home Equity Loan being replaced is in Group II, shall adjust based on the same index as, have no lower margin than, have the same interval between adjustment dates as and have a maximum Coupon Rate no lower than, and a minimum Coupon Rate no lower than, the Home Equity Loan being replaced.

  • Qualified Retirement means a retirement from Service by the Executive in which, at the time of such retirement, the sum of the Executive’s age and aggregate 12-month completed periods of Service (whether or not such completed 12-month periods are consecutive), in each case without giving credit for any partial years, equals or exceeds 75.

  • Qualified facility means a permanent facility within this state equipped for the production of motion pictures, television shows, or digital media production that meets all of the following requirements:

  • Qualified GIC A guaranteed investment contract or surety bond providing for the investment of funds in the Custodial Account and insuring a minimum, fixed or floating rate of return on investments of such funds, which contract or surety bond shall:

  • Qualified Securitization Financing means any Securitization Financing of a Securitization Subsidiary that meets the following conditions: (i) the Board of Directors of the Borrower shall have determined in good faith that such Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Borrower and the Securitization Subsidiary, (ii) all sales of Securitization Assets and related assets to the Securitization Subsidiary are made at fair market value (as determined in good faith by the Borrower) and (iii) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Borrower) and may include Standard Securitization Undertakings. The grant of a security interest in any Securitization Assets of the Borrower or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) to secure Indebtedness hereunder and under any other Credit Agreement or any permitted additional Indebtedness with Pari Passu Lien Priority and any Refinancing Indebtedness with respect thereto shall not be deemed a Qualified Securitization Financing.

  • Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).

  • Qualified Financing is a transaction or series of transactions pursuant to which the Company issues and sells shares of its capital stock for aggregate gross proceeds of at least $5,000,000 (excluding all proceeds from the incurrence of indebtedness that is converted into such capital stock, or otherwise cancelled in consideration for the issuance of such capital stock) with the principal purpose of raising capital.

  • Qualifying Acquisition has the meaning specified in Section 5.03.

  • Qualified expenditures means capital expenditures that qualify, or would qualify except that the taxpayer entered into an agreement under subsection (13), for a rehabilitation credit under section 47(a)(2) of the internal revenue code if the taxpayer is eligible for the credit under section 47(a)(2) of the internal revenue code or, if the taxpayer is not eligible for the credit under section 47(a)(2) of the internal revenue code, the qualified expenditures that would qualify under section 47(a)(2) of the internal revenue code except that the expenditures are made to an historic resource that is not eligible for the credit under section 47(a)(2) of the internal revenue code that were paid. Qualified expenditures do not include capital expenditures for nonhistoric additions to an historic resource except an addition that is required by state or federal regulations that relate to historic preservation, safety, or accessibility.

  • Qualified representative means a person who holds a position with a business organization, who is authorized to act on behalf of the business organization, and who is one of the following:

  • Qualified Receivables Financing means any Receivables Financing of a Receivables Subsidiary that meets the following conditions:

  • Qualified Equity Offering means the sale and issuance for cash by the Corporation to persons other than the Corporation or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included in Tier 1 capital of the Corporation at the time of issuance under the applicable risk-based capital guidelines of the Corporation’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 2008).

  • Equity Contribution has the meaning assigned to such term in the Recitals to this Agreement.

  • Increased Facility Closing Date any Business Day designated as such in an Increased Facility Activation Notice.

  • Qualified Equity Financing means the first sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale or series of related sales).

  • Refunding Date as defined in Section 2.7.