Exchangeable Senior Notes definition
Examples of Exchangeable Senior Notes in a sentence
The Exchangeable Senior Notes, when issued, will not be 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 inter-dealer quotation system, within the meaning of Rule 144A(d)(3)(i) under the Securities Act.
Except for certain registration rights granted to the holders of the Company’s 4.125% Exchangeable Senior Notes (the “Senior Notes”) and to holders of limited partnership units in Home Properties, L.P., no holders of securities of the Company have rights to the registration of such securities under the Registration Statement or to otherwise require registration of securities under the 1933 Act.
The Investor will not look to the Placement Agents for all or part of any such loss or losses the Investor may suffer and is able to sustain a complete loss on its investment in the Exchangeable Senior Notes and the Exchange Shares.
To the extent required by applicable law, the Investor maintains policies and procedures reasonably designed to ensure that the funds held by the Investor and used to purchase the Exchangeable Senior Notes were legally derived.
The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Exchangeable Senior Notes or made any findings or determination as to the fairness of this investment.
The Securities issued on the date hereof will be offered and sold by the Company pursuant to the Company’s exchange offer for the outstanding 7.50% Exchangeable Senior Notes of the Operating Partnership settled on the date hereof.
The Investor acknowledges and agrees that the Exchangeable Senior Notes and the Exchange Shares will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under the Securities Act until at least one year from the date that Roman files a Current Report on Form 8-K following the Closing Date that includes the “Form 10” information required under applicable SEC rules and regulations.
Assuming the accuracy of the Investor’s representations and warranties set forth in Section 7, as of the time of any conversion of the Exchangeable Senior Notes, no registration under the Securities Act is or will be required for the issuance of the Exchange Shares by Roman to the Investor upon conversion of the Exchangeable Senior Notes.
The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Exchangeable Senior Notes and the Exchange Shares, and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision.
The Investor acknowledges that the Exchangeable Senior Notes and the Exchange Shares (i) were not offered to it by any form of general solicitation or general advertising and (ii) are not being offered to it in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.