Institutional Buyer. AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. CUSIP [ ] No. **$________** INSIGHT HEALTH SERVICES CORP. [__]% Senior Subordinated Notes due 201[_] Closing Date: [_____], 200[_] InSight Health Services Corp., a Delaware corporation (the "Company", which term includes any successor under this Indenture hereinafter referred to), for value received, promises to pay to CEDE & CO., or its registered assigns, the principal sum of [Amount of Note] ($[_________]) on [___], 201[_]. Interest Payment Dates: [____], commencing [_____], 200[_].
Institutional Buyer. (a "QIB") as defined in Rule 144A under the Securities Act of 1933, as amended (the "Act") by a transferor that has provided the Certificate Registrar with a certificate in the form of Exhibit H hereto; and
Institutional Buyer means an organization that is public or private that provides a mortgage facility to its members for the purchase of a Unit. An Institutional Buyer will be allocated Units strictly for the benefit of its members.
Examples of Institutional Buyer in a sentence
No Person may hold an interest in a Rule 144A Global Certificate unless that Person is a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined in Rule 902(k) under the Securities Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests in the Global Certificates that would result in a violation of the foregoing are prohibited.
Note: You are not required to make a Certification from a Qualified Institutional Buyer filed with this Form NRSRO publicly available on your corporate Internet website pursuant to Exchange Act Rule 17g- 1(i).
The 144A Notes may not at any time be held by or on behalf of any Person (other than the Depositor or an Affiliate of the Depositor) that is not a Qualified Institutional Buyer.
The 144A Notes may not at any time be held by or on behalf of any Person (other than the Seller or an Affiliate of the Seller) that is not a Qualified Institutional Buyer.
Any dealer registered under section 15 of the Securities Exchange Act of 1934 acting in a riskless principal transaction on behalf of a Qualified Institutional Buyer.
More Definitions of Institutional Buyer
Institutional Buyer means a “qualified institutional buyer” as defined in Rule 144A under the 1933 Act;
Institutional Buyer. (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (ii) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (iii) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (iv) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (v) TO MILLENIUM, IN EACH OF CASES (i) THROUGH (iv) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. [Original Issued Discount Legend] FOR PURPOSES OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THE ISSUE PRICE IS $965.93 AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $34.07, IN EACH CASE PER $1,000 PRINCIPAL AMOUNT AT MATURITY OF THIS SECURITY. FOR PURPOSES OF SECTION 1275 OF THE CODE, THE ISSUE DATE OF THIS SECURITY IS JULY 24, 1998. FOR PURPOSES OF SECTION 1272 OF THE CODE, THE YIELD TO MATURITY (COMPOUNDED SEMI-ANNUALLY) IS 12-3/4%.
Institutional Buyer is nowhere defined in the Xxxxxx Act. Policy Statement 105 promulgated under Section 359(g)(2) defines the term "institutional investor" as "institutions described in Rule 501(a)(1)--(3) of SEC Regulation D, savings and loan associations, registered broker-dealers, and corporations having total assets in excess of $5,000,000." Sections 501(a)(1)--(3) of SEC Regulation D provide as follows:
Institutional Buyer as that term is defined in Rule 144A under the Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Certificates for our own account or for resale pursuant to Rule 144A and further, understand that such Certificates may be resold, pledged or transferred only (A)(i) to 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 on Rule 144A, or (ii) pursuant to another exemption from registration under the Act, and (B)(i) the purchaser or transferee of such Certificates has executed and delivered to you a certificate to substantially the same effect as this certificate, and (ii) the purchaser or transferee has otherwise complied with any conditions for transfer set forth in the Pooling and Servicing Agreement, dated as of April 1, 2001, among Financial Asset Securities Corp., as Depositor, Saxon Mortgage, Inc., as Seller and Master Servicer, Meritech Mortgage Services, Inc., as Servicer, and Wells Fargo Bank Minnesota, National Xxxxciation, as Trustee. Very truly yours, [NAME OF TRANSFEREE] By: _____________________ Authorized Officer ANNEX 1 TO EXHIBIT N-2 QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A [For Transferees Other Than Registered Investment Companies] The undersigned (the "Buyer") hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein:
Institutional Buyer means any of the persons listed in clauses (A) – (J) of Rule 13d-1(b)(1)(ii) of the Exchange Act.
Institutional Buyer who delivers a Transferee's Certificate in the form of Exhibit C hereto, or (z) a transfer to a "accredited investor" who delivers a Transferee's Certificate in the form of Exhibit D hereto) require an opinion of counsel satisfactory to the Owner Trustee and the Transferor to the effect that such transfer may be effected without registration under the Securities Act, which opinion of counsel, if so required, shall be addressed to the Transferor and the Owner Trustee and shall be secured at the expense of the holder of a Certificate. The Owner Trustee may conclusively rely upon the representation of any purchaser made to the Owner Trustee, and upon such opinion of counsel, and shall be fully protected in so doing.
Institutional Buyer means a “qualified institutional buyer” as that term is defined in Rule 144A; Qualified Institutional Buyer Investment Letter means the qualified institutional buyer investment letter in the form attached to the U.S. Placement Memorandum; Regulation S means Regulation S under the U.S. Securities Act; Rule 144A means Rule 144A under the U.S. Securities Act; Substantial U.S. Market Interest means “substantial U.S. market interest” as that term is defined in Rule 902(j) of Regulation S; U.S. Affiliate means any U.S. registered broker-dealer affiliate of any Underwriter;