Examples of Preference Securities in a sentence
The Preference Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or quoted in a U.S. automated interdealer quotation system.
The Company and its Affiliates (as defined in Section 1(a)(xxxv)) have 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 offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Preference Securities in a manner that would require the Preference Securities to be registered under the 1933 Act.
Thereafter, the Company will provide such information to any holder of Preference Securities upon receipt of a written request from such holder.
All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Chase Purchasers or controlling person, or by or on behalf of the Company, and shall survive delivery of the Preference Securities to the Chase Purchasers.
Certificates for the Preference Securities shall be in such denominations and registered in such names as the Chase Purchasers may request in writing at least one full business day before the Closing Time.
In connection with the original purchase of the Preference Securities, the Company agrees that, prior to any offer or resale of the Preference Securities by the Chase Purchasers, the Chase Purchasers and counsel for the Chase Purchasers shall have the right to make reasonable inquiries into the business of the Company and its subsidiaries.
None of the Company, its affiliates, as such term is defined in Rule 501(b) under the 1933 Act ("Affiliates"), or any person acting on its or any of their behalf (other than Chase Purchasers, the MG Purchaser and the Initial Purchasers, as to whom the Company makes no representation) has engaged or will engage, in connection with the offering of the Preference Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the 1933 Act.
The Company is not, and upon the issuance and sale of the Preference Securities, the MG Securities and the Note Securities as herein contemplated and the application of the net proceeds therefrom as described in the Preference Offering Memorandum will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (the "1940 Act").
The Company will cooperate with the Chase Purchasers and use its best efforts (i) to permit the Preference Securities to be eligible for clearance and settlement through the facilities of DTC.
Each Chase Purchaser represents and agrees, that it will offer and sell Preference Securities at any time only in accordance with an applicable exemption from the registration provisions of the 1933 Act.