Qualified Institutional Buyers as defined in Rule 144A. It is aware that the sale of the Privately Offered Certificates is being made in reliance on its continued compliance with Rule 144A. It is aware that the transferor may rely on the exemption from the provisions of Section 5 of the Act provided by Rule 144A. The undersigned understands that the Privately Offered Certificates may be resold, pledged or transferred only to (i) a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance in Rule 144A, or (ii) an institutional "accredited investor," as such term is defined under Rule 501 of the Act in a transaction that otherwise does not constitute a public offering. The undersigned agrees that if at some future time it wishes to dispose of or exchange any of the Privately Offered Certificates, it will not transfer or exchange any of the Privately Offered Certificates to a Qualified Institutional Buyer without first obtaining a Rule 144A and Related Matters Certificate in the form hereof from the transferee and delivering such certificate to the addressees hereof. Prior to making any transfer of Privately Offered Certificates, if the proposed Transferee is an institutional "accredited investor," the transferor shall obtain from the transferee and deliver to the addressees hereof an Investment Letter in the form attached to the Pooling and Servicing Agreement, dated as of March 1, 2002, among Structured Asset Mortgage Investments Inc., Wells Fargo Bank Mixxxxxta, National Association, EMC Mortgage Corporation and Bank One, National Association, as Trustee, pursuant to Certificates were issued. The undersigned certifies that it either: (i) is not acquiring the Privately Offered Certificate directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, and/or section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) is providing a representation or an opinion of counsel to the effect that the proposed transfer and/or holding of a Privately Offered Certificate and the servicing, management and/or operation of the Trust and its assets: (I) will not result in any prohibited transaction which is not covered under a prohibited transaction exemption, including, but not lim...
Qualified Institutional Buyers as defined in Rule 144A under the Securities Act and (ii) “Qualified Purchasers” as defined under Section 2(a)(51) of the 1940 Act, as amended; and
Qualified Institutional Buyers means “qualified institutional buyers” as such term is defined in Rule 144A(a)(1) of the U.S. Securities Act;
Examples of Qualified Institutional Buyers in a sentence
Any entity, all of whose equity owners are Qualified Institutional Buyers.
The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository.
Upon their original issuance, Securities issued as contemplated by the Purchase Agreement to Qualified Institutional Buyers in reliance on Rule 144A shall be issued in the form of one or more Global Securities in definitive, fully registered form without interest coupons and bearing the Restricted Securities Legend.
Any bank or savings and loan defined in section 3(a)(2) or 3(a)(5)(A) of the Securities Act of 1933 or foreign bank or savings and loan or similar institution that, in aggregate with the other Qualified Institutional Buyers, owns and invests in at least $100 million in securities of affiliates that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated during the 16 to 18 months prior to the sale.
Any dealer registered under section 15 of the Securities Exchange Act of 1934, acting on its own behalf or on the behalf of other Qualified Institutional Buyers who in the aggregate own and invest at least $10 million of securities of issuers not affiliated with the dealer (not including securities held pending public offering).
More Definitions of Qualified Institutional Buyers
Qualified Institutional Buyers means a qualified institutional buyer as defined under Regulation 2(1) (ss) of the SEBI ICDR Regulations.
Qualified Institutional Buyers. (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)), (iii) outside the United States in an offshore transaction in accordance with Regulation S under the Securities Act, (iv) pursuant to an effective registration statement under the Securities Act or (v) pursuant to another exemption from registration under the Securities Act and, in the case of clauses (ii), (iii), (iv) or (v), a person whom the Company reasonably believes also is a “Qualified Purchaser” (as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities are issuable only in registered form without coupons in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. The Company and, by its acceptance of this Security or a beneficial interest herein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness. This Security shall be construed and enforced in accordance wit...
Qualified Institutional Buyers as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act, and this communication is only being distributed to such persons. This communication is not an offer to sell the securities and it is not a solicitation of an offer to buy the securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
Qualified Institutional Buyers as defined in Rule 144A. It is aware that the sale of the Privately Offered Certificates is being made in reliance on its continued compliance with Rule 144A. It is aware that the transferor may rely on the exemption from the provisions of Section 5 of the Act provided by
Qualified Institutional Buyers as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. Issuer: Twitter, Inc. (the “Company”) Security Description: 3.875% Senior Notes due 2027 (the “notes”) Distribution: 144A and Regulation S without registration rights Principal Amount: $700,000,000 Gross Proceeds: $700,000,000 Maturity: December 15, 2027 Coupon: 3.875% Issue Price: 100.000% of face amount Yield to Maturity: 3.875% Spread to Benchmark Treasury: +213 basis points Benchmark Treasury Price and Yield: 2.25% UST due November 15, 2027 Interest Payment Dates: December 15 and June 15, commencing June 15, 2020 Optional Redemption: Make-whole call @ T+50 bps prior to September 15, 2027 (the date that is three months prior to the maturity date of the notes). On or after September 15, 2027 (the date that is three months prior to the maturity date of the notes), at par, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Change of Control: Putable at 101% of principal plus accrued and unpaid interest Trade Date: December 5, 2019 Settlement: T+2; December 9, 2019. CUSIP / ISIN: 90184L AG7 / US90184LAG77 (144A) U8882P AA5 / USU8882PAA58 (Reg S) Denominations/Multiple: $2,000 / $1,000 Expected Ratings*: S&P: BB+ Moody’s: Ba2 Joint Book-Running Managers: X.X. Xxxxxx Securities LLC Xxxxxxx Xxxxx & Co. LLC Xxxxxx Xxxxxxx & Co. LLC BofA Securities, Inc. Xxxxx Fargo Securities, LLC Co-manager: Changes to Preliminary Offering Memorandum: Xxxxx & Company LLC The offering size is now $700 million. The net proceeds of the notes will be used for general corporate purposes, which may include capital expenditures, investments, repayment of debt, working capital and potential acquisitions and strategic transactions. The information in the Preliminary Offering Memorandum (including, but not limited to, the as adjusted financial information in the “Capitalization” section) is deemed to reflect the $700 million aggregate principal amount of the notes. This material is confidential and is for your information only and is not intended to be used by anyone other than you. This information does not purport to be a complete description of these notes or the offering. Please refer to the Preliminary Offering Memorandum for a complete description. This communication is being distributed in the United States solely to Qualified Institutional Buyers, as defined in Rule 144A under the Securitie...
Qualified Institutional Buyers has the meaning given to it in Rule 144A;
Qualified Institutional Buyers as defined in Rule 144A under the Securities Act and (2) outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act, and this communication is only being distributed to such persons. This communication is not an offer to sell the securities and it is not a solicitation of an offer to buy the securities in any jurisdiction to any person to whom it is unlawful to make such offer or soliciation in such jurisdiction. Any disclaimers or notices that may appear on this Pricing Supplement below the text of this legend are not applicable to this Pricing Supplement and should be disregarded. Such disclaimers may have been electronically generated as a result of this Pricing Supplement having been sent via, or posted on, Bloomberg or another electronic mail system. SCHEDULE IV