Preference Securities definition
Examples of Preference Securities in a sentence
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.
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.
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.
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.
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.
No purchaser of Preference Securities from the Chase Purchasers shall be deemed to be a successor by reason merely of such purchase.
The Company will immediately notify the Chase Purchasers, and confirm such notice in writing, of any filing made by the Company of information relating to the offering of the Preference Securities with any securities exchange or any other regulatory body in the United States or any other jurisdiction.
Subject to compliance by the Chase Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Preference Securities to the Chase Purchasers in the manner contemplated by this Agreement, the Preference Warrant Agreement and the Preference Offering Memorandum to register the Preference Securities under the 1933 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.