Accredited Investor Notes definition

Accredited Investor Notes has the meaning provided in Section 2.1.
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Accredited Investor Notes means Notes offered and sold to Accredited Investors.
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Accredited Investor Notes means definitive notes in fully registered form offered for sale (i) within the United States to persons and outside the United States to U.S. Persons in a transaction that does not subject the Accredited Investor Notes to registration under the Securities Act and (ii) to non-U.S. Persons in an off-shore transaction pursuant to Regulation S.
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Examples of Accredited Investor Notes in a sentence

  • Institutional Accredited Investor Notes shall be issued initially in the form of one or more permanent Definitive Notes, without interest coupons and bearing the Restricted Notes Legend, the Definitive Notes Legend and the OID Legend, which shall be registered in the name of the beneficial owner or owners of such Note (or the nominee of such beneficial owner or owners) and delivered to the respective beneficial owner or owners (or the nominee of such beneficial owner or owners).

  • Upon execution and delivery of an IAI Investment Letter by an Institutional Accredited Investor, Notes will be issued in definitive registered form, – see “ Form of the Notes”.

  • Upon issuance, any such Institutional Accredited Investor Notes shall be duly executed by the Issuer and authenticated by the Trustee as provided in this Indenture.

  • Each Note that is an Accredited Investor Note will be identified by a separate CUSIP number from Notes that are not Accredited Investor Notes.

  • Securities issued in exchange for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes will be issued in the form of a permanent Global Security, without interest coupons, substantially in the form of Exhibit A and deposited with the Trustee as hereinafter provided (the “Exchange Global Securities”).

  • Transfers of Rule 144A Notes and Institutional Accredited Investor Notes.

  • Upon such issuance, the Trustee shall register such Institutional Accredited Investor Note in the name of the beneficial owner or owners of such note (or the nominee of such beneficial owner or owners) and deliver the certificates for such Institutional Accredited Investor Notes to the respective beneficial owner or owners.

  • Exchange Notes exchanged for interests in the Rule 144A Notes, the Regulation S Notes and the Institutional Accredited Investor Notes shall be issued in the form of a permanent Global Note, substantially in the form of Annex A, including appropriate legends as set forth in Section 302 (the “Exchange Global Note”), duly executed by the Issuer and authenticated by the Trustee as herein provided and deposited upon issuance with the Trustee, as Securities Custodian.

  • Regulation S Notes initially shall be represented by one or more notes in registered, global form without interest coupons (collectively, the “Regulation S Global Notes,” and, together with the Global Accredited Investor Notes and any other global notes representing Notes, the “Global Notes”).

  • Upon execution and delivery of an IAI Investment Letter by an Institutional Accredited Investor, Notes will be issued in definitive registered form, – see “Form of the Notes”.


More Definitions of Accredited Investor Notes

Accredited Investor Notes means those Class D-1 Notes in fully registered definitive form offered for sale within the United States to Accredited Investors/Eligible ICA Investors in a transaction that is exempt from registration under the Securities Act.
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Accredited Investor Notes means the Notes held by non U.S. Persons or Accredited Investors which are also Eligible ICA Investors and issued in definitive fully registered form.
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Accredited Investor Notes means the Class E-2 Subordinated Notes and any Intervening Notes that are issued to Accredited Investors.
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Accredited Investor Notes. The Notes initially sold by the Company to “accredited investors” (within the meaning of Rule 501(a) promulgated under the Securities Act).
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Related to Accredited Investor Notes

  • U.S. Accredited Investor means an “accredited investor” within the meaning of Rule 501(a) of Regulation D;

  • Accredited Investors should complete this Section

  • Institutional Accredited Investor Certificate means a certificate substantially in the form of Exhibit G hereto.

  • Institutional Accredited Investors Institutions that are “accredited investors” within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Act or any entity all of the equity owners of which are such institutions.

  • Accredited Investor has the meaning set forth in Regulation D promulgated under the Securities Act.

  • Institutional Accredited Investor means an institution that is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

  • Accredited Investor Questionnaire means the Accredited Investor Questionnaire set forth as Exhibit C-1 hereto.

  • 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(a) 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 as Exhibit F-1 to the Pooling and Servicing Agreement, dated as of December 1, 2004, among Structured Asset Mortgage Investments II Inc., EMC Mortgage Corporation, Xxxxx Fargo Bank, National Association and JPMorgan Chase Bank, N.A., 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 unless it is covered under an individual or class prohibited transaction exemption, including, but not limited to, Class Prohibited Transaction Exemption ("PTCE") 84-14, XXXX 00-00, XXXX 00-0, XXXX 95-60, PTCE 96-23 or Section 401(c) of ERISA and the regulations to be promulgated thereunder; (II) will not constitute or result in the assets of the Trust being deemed to be "plan assets" subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code; and (III) will not give rise to any additional fiduciary duties on the part of the Depositor, the Master Servicer, the Certificate Registrar, the Securities Administrator, any Servicer or the Trustee. If the Purchaser proposes that its Certificates be registered in the name of a nominee on its behalf, the Purchaser has identified such nominee below, and has caused such nominee to complete the Nominee Acknowledgment at the end of this letter. Name of Nominee (if any):

  • Accredited means approved by the:

  • Qualified Institutional Buyer means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

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

  • Rule 144A Global Notes has the meaning set forth in Section 2.16.

  • Rule 144A Global Note has the meaning assigned to it in Section 2.1(d).

  • Accredited institution means an institution of higher education accredited by a regional accrediting agency recognized by the United States Department of Education.

  • Qualified Institutional Investor (tekikaku kikan xxxxxxx) has the meaning assigned thereto in Article 2, Paragraph 3, item 1 of the Financial Instruments and Exchange Law (kinyu shohin torihiki ho) of Japan (Law No. 25 of 1948), Article 10, Paragraph 1 of the regulations relating to the definitions contained in such Article 2.

  • Rule 144A Letter As defined in Section 5.02(b).

  • Designated Investor means an Investor (a) that has been approved in writing as a Designated Investor by Administrative Agent and the Required Lenders, in their sole discretion, and (b) in respect of which there has been delivered to Administrative Agent:

  • Rule 144A Global Certificate With respect to any Class of Book-Entry Certificates, a single global Certificate, or multiple global Certificates collectively, registered in the name of the Depository or its nominee, in definitive, fully registered form without interest coupons, each of which Certificates bears a Qualified Institutional Buyer CUSIP number and does not bear a Regulation S Legend.

  • 144A Notes means the Class E Notes and any Note retained by the Depositor or an Affiliate thereof on the Closing Date.

  • Rule 501 means Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

  • Rule 144A means Rule 144A promulgated under the Securities Act.

  • Regulation S Investor With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate pursuant to Regulation S.

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

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

  • 144A Global Note means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

  • Rule 144A Global Certificates As defined in Section 5.02(c)(ii) of this Agreement.