CPS Securities definition
Examples of CPS Securities in a sentence
CPS Securities Limited (CPS) will act as Lead Manager to the Placement.
The agreements contained in Section 7 hereof and the representations, warranties and agreements of each Radian Issuer and each Custodial Trust contained in this Agreement shall survive the delivery of the CPS Securities to the Initial Purchasers hereunder and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party.
Neither the Custodial Trust nor any of its Affiliates has, directly or indirectly, solicited any offer to buy, sold or offered to sell or otherwise negotiated in respect of, or will solicit any offer to buy or sell or offer to sell or otherwise negotiate in respect of, any security which is or would be integrated with the sale of the CPS Securities in a manner that would require any of the CPS Securities to be registered under the Securities Act.
The CPS Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act, or quoted in a U.S. automated interdealer quotation system.
The Custodial Trust has not, directly or indirectly, solicited any offer to buy or offered to sell and will not, directly or indirectly, issue, sell, offer or agree to sell any CPS Securities prior to the initial auction date for Custodial Trust I in the State of California or to California Persons.
Subject to the terms and conditions and upon the basis of the representations and warranties herein set forth, each Custodial Trust agrees, severally and not jointly, to sell to each Initial Purchaser, and each Initial Purchaser agrees to purchase from each Custodial Trust, severally and not jointly, the principal amount of the CPS Securities set forth opposite its name in Schedule B and in exchange for the consideration indicated in the applicable parts of Schedule B.
Notwithstanding the provisions of this subsection (d), each Initial Purchaser shall not be required to contribute any amount in excess of the amount by which the total price at which the CPS Securities distributed by it exceeds the amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.
The Initial Purchaser represents and warrants to Radian Securities, Radian Asset and each Custodial Trust that it has not, directly or indirectly, solicited any offer to buy or offered to sell and will not, directly or indirectly, solicit any offer to buy or sell the CPS Securities or the Radian Securities Preferred Stock prior to the initial auction date for Custodial Trust I in the State of California or to California Persons.
The Radian Issuer, in order to render the CPS Securities eligible for resale pursuant to Rule 144A under the Securities Act while any of the CPS Securities remain outstanding, will make available, upon request, to any holder of the CPS Securities or prospective purchasers of the CPS Securities the information specified in Rule 144A(d)(4), unless Radian Group furnishes such information to the Commission pursuant to Section 13 or 15(d) of the Exchange Act.
At the Closing Date, the Initial Purchaser shall have received a certificate of the President or a Vice President of Deutsche Bank Trust Company Americas, dated as of the Closing Date, to the effect that the description of the Investment Manager in the Offering Memorandum under the heading “Description of CPS Securities – Investment Management Agreement” is correct in all material respects.