1145 Securities definition

1145 Securities means, collectively, the New iHeart Common Stock (including New iHeart Common Stock issued upon exercise of the Special Warrants and New iHeart Class A Common Stock issued upon conversion of New iHeart Class B Common Stock), the Special Warrants, the New Debt (to the extent issued in the form of bonds), and the CCOH Interests distributed to Holders of Claims, as well as, if applicable, the beneficial interests in the FCC Trust and the shares of New iHeart Common Stock and/or Special Warrants to be issued to the holders of such beneficial interests after the FCC grants the FCC Long Form Applications.
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1145 Securities mean, collectively, (a) the New Interests issued in respect of Claims as contemplated by the Plan, (b) the guaranty under the OpCo Guaranty Agreement of the OpCo First Lien Notes, (c) the OpCo First Lien Notes, the PropCo First Lien Notes, and the PropCo Second Lien Notes, (d) the New CEC Convertible Notes and the New CEC Common Equity issued upon conversion thereof, and (e) the New CEC Common Equity issued in exchange for OpCo Series A Preferred Stock pursuant to the CEOC Merger.
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1145 Securities means, collectively, the New Common Stock, the CVRs, the New Warrants (including New Common Stock issued upon exercise of the New Warrants), and the Reorganized S.A. Common Stock issued in reliance upon section 1145 of the Bankruptcy Code to the fullest extent the issuance of such securities pursuant to section 1145 of the Bankruptcy Code is permitted under applicable law.
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Examples of 1145 Securities in a sentence

  • DTC shall be required to accept and conclusively rely upon the Plan and Confirmation Order in lieu of a legal opinion regarding whether the 1145 Securities to be issued under the Plan are exempt from registration and/or eligible for DTC book-entry delivery, settlement, and depository services.

  • In general, therefore, resales of and subsequent transactions in the 1145 Securities will be exempt from registration under the Securities Act pursuant to section 4(a)(1) of the Securities Act, unless the holder thereof is deemed to be an “issuer,” an “underwriter” or a “dealer” with respect to such securities.

  • In addition, the Section 1145 Securities governed by section 1145 of the Bankruptcy Code may be resold without registration under the Securities Act pursuant to an exemption provided by section 4(a)(1) of the Securities Act, unless the holder is an “underwriter” (as such term is defined in Section 1145(b) of the Bankruptcy Code) with respect to the Section 1145 Securities.

  • The 1145 Securities may be freely transferred by most recipients following the initial issuance under the Plan, and all resales and subsequent transfers of the 1145 Securities are exempt from registration under the Securities Act and state securities laws, unless the holder is an “underwriter” with respect to such securities.

  • To the extent that Persons who receive the 1145 Securities as contemplated under the Plan are deemed to be underwriters, resales by such Persons would not be exempted from registration under the Securities Act or other applicable law by Section 1145 of the Bankruptcy Code.

  • Persons deemed to be underwriters may, however, be permitted to resell the 1145 Securities received pursuant to the Plan without registration pursuant to the provisions of Rule 144 under the Securities Act or another applicable exemption under the Securities Act.

  • II-12 II.N. GENERAL CLOSURE REQUIREMENTS .......................................................

  • The 1145 Securities (i) are not “restricted securities” as defined in Rule 144(a)(3) under the Securities Act, and (ii) are freely tradable and transferable by any initial recipient thereof that (a) is not an “affiliate” of Reorganized XOG as defined in Rule 144(a)(1) under the Securities Act, (b) has not been such an “affiliate” within 90 days of such transfer, and (c) is not an entity that is an “underwriter” (as defined in section 1145(b) of the Bankruptcy Code) with respect to such securities.

  • Should the Reorganized Debtors elect on or after the Effective Date to reflect any ownership of the 1145 Securities to be issued under the Plan through the facilities of DTC, the Reorganized Debtors need not provide any further evidence other than the Plan or the Confirmation Order with respect to the treatment of the 1145 Securities to be issued under the Plan under applicable securities laws.

  • Accordingly, the Debtors express no view as to whether any particular Person receiving 1145 Securities or any other securities under the Plan would be considered an “underwriter” under section 1145(b) of the Bankruptcy Code with respect to such securities, or whether such Person may freely resell such securities or the circumstances under which they may resell such securities.


More Definitions of 1145 Securities

1145 Securities means, collectively, the New Common Stock, the CVRs (including New Common Stock issuable thereunder), and the New Warrants (including New Common Stock issued upon exercise of the New Warrants).
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1145 Securities means New Shares issued in reliance on Section 1145.
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1145 Securities means New Common Stock, Warrants, Management Stock, Litigation Trust Interests and Producer Preferred Distribution Rights.
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1145 Securities means the Exchange Reorganized Equity and the Election Rights; provided, that if the offer, issuance or delivery, or sale of any of the Exchange Reorganized Equity or Election Rights is not exempt from registration under the Securities Act pursuant to section 1145 of the Bankruptcy Code, then such Exchange Reorganized Equity or Election Rights, as applicable, shall constitute 4(a)(2) Securities.
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1145 Securities means the New Equity issued on the Effective Date (including the DIP MOIC Equity and the DIP Commitment Premium Equity), the Litigation Trust Interests (if any) (to the extent they are deemed to be securities), the Convertible A Exit Notes (if any), the New TopCo Equity issued upon conversion of the Convertible A Exit Notes (if any), and the Litigation CVRs (if any) (to the extent they are deemed to be securities).
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1145 Securities means, collectively, (a) the New Secured Notes, (b) the Noteholder PIK Preferred Stock, and (c) the Noteholder Common Stock.
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Related to 1145 Securities

  • Series A Securities means the Company's 10.01% Series A Junior Subordinated Deferrable Interest Debentures due March 15, 2027, as authenticated and issued under this Indenture.

  • Offeror’s Securities means Voting Shares Beneficially Owned by an Offeror on the date of the Offer to Acquire;

  • Lock-Up Securities shall have the meaning set forth in Section 4.1.

  • ETP Securities means the Series of ETP Securities to which these Conditions relates or, as the context may require, any or all securities issued by the Issuer under the Programme.

  • Securities as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.

  • Rule 144A Securities means all Initial Securities offered and sold to QIBs in reliance on Rule 144A.

  • BofA Securities means BofA Securities, Inc.

  • Purchaser Securities means the Purchaser Shares, Purchaser Rights, Purchaser Units, Purchaser Warrants, collectively.

  • Conversion Securities has the meaning set forth in Section 4.08(b).

  • U.S. Securities means Securities issued by an issuer that is organized under the laws of the United States or any State thereof or that are otherwise traded in the United States, and shall include American Depositary Receipts.

  • Exempted Securities means:

  • Designated Securities means securities issued by an Insured, or by any Affiliated Entity, or by any Fund to which such Insured or any Affiliated Entity provides any services.

  • Offered Securities shall have the meaning specified in Section 5.03(b)(ii)(B).

  • Approved Securities means securities of any State Government or of the Central Government and such bonds, both the principal whereof and the interest whereon shall have been fully and unconditionally guaranteed by any such Government;

  • Exempt Securities has the meaning set forth in Section 4.4(d).

  • Original Securities means all Securities other than Exchange Securities.

  • Foreign Securities include: securities issued and sold primarily outside the United States by a foreign government, a national of any foreign country or a corporation or other organization incorporated or organized under the laws of any foreign country and securities issued or guaranteed by the government of the United States or by any state or any political subdivision thereof or by any agency thereof or by any entity organized under the laws of the United States or of any state thereof which have been issued and sold primarily outside the United States.

  • Regulation S Securities means all Initial Securities offered and sold outside the United States in reliance on Regulation S.

  • Permitted Securities means any of the following:

  • Individual Securities shall have the meaning specified in Section 3.01(p).

  • Federal Securities means: (a) any direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), for which the full faith and credit of the United States of America are pledged; (b) obligations of any agency, department or instrumentality of the United States of America, the timely payment of principal and interest on which are directly or indirectly secured or guaranteed by the full faith and credit of the United States of America.

  • Investor Securities means the securities eligible for registration pursuant to the Registration Rights Agreement.

  • Trust Preferred Securities any preferred securities issued by a Trust Preferred Securities Subsidiary, where such preferred securities have the following characteristics: