Private Placement Legends definition

Private Placement Legends means the legends in the form set forth in Article II hereof.
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Private Placement Legends means the legends initially set forth on the Initial Notes or Additional Notes in the form set forth on Exhibit B hereto under the heading “Global Notes Legend,” or “Regulation S Legend.”
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Private Placement Legends means the legends initially set forth on the Initial Securities or Additional Securities in the form set forth on Exhibit C under the heading "Form of Legend for 144A Securities", "Form of Legend for Temporary Regulation S Securities" or "Form of Legend for Regulation S Securities."
Sample 1

Examples of Private Placement Legends in a sentence

  • The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibits A1 and A2 hereto, subject to the presence or absence of Global Note Legends and Private Placement Legends and other variations contemplated by this Indenture; provided, that the form of the Exchange Notes shall include such variations as are permitted or required by the Registration Rights Agreement (as evidenced by the Company’s execution of such Exchange Notes).

  • Each Global Note and Physical Note that constitutes a Restricted Security shall bear the following legend (the "Private Placement Legends") on the face thereof until December 20, 1999, unless otherwise agreed by the Company and the Holder thereof and unless specified in an Officers' Certificate delivered to the Trustee and Registrar: 39 -30- EFFECT OF THIS LEGEND.

  • Such certificated Securities shall be substantially in the form hereof (but without the Global Security legends thereon and without Schedule A attached thereto) with the Private Placement Legends to the extent any are applicable.

  • Additional Securities issued as securities bearing one of the Private Placement Legends (“Restricted Securities”) shall be known and designated as “9% Senior Subordinated Notes due 2013, Series A” of the Company.


More Definitions of Private Placement Legends

Private Placement Legends means the Canadian Private Placement Legend and the U.S. Private Placement Legend.
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Private Placement Legends means each of the legends set forth in Section 2.7(f).
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Related to Private Placement Legends

  • Private Placement Legend means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

  • OID Legend means the legend set forth in Section 2.06(g)(3) hereof to be placed on all Notes issued under this Indenture that have more than a de minimis amount of original issue discount for U.S. Federal income tax purposes.

  • Regulation S Legend means the legend set forth in Section 2.06(g)(iii) which is required to be placed on all Regulation S Global Notes issued under this Supplemental Indenture.

  • Securities Act Legend means a Restricted Securities Legend or a Regulation S Legend.

  • DTC Legend means the legend set forth in Exhibit D.

  • Securities Legend THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED [in the case of the Class B-4, Class B-5 and Class B-6 Certificates:, UNLESS THE PROPOSED TRANSFER AND/OR HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND/OR OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, XXX 00-00 XX XXX 00-00 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF THE SELLER, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE AND WILL BE EVIDENCED BY A REPRESENTATION OR AN OPINION OF COUNSEL TO SUCH EFFECT BY OR ON BEHALF OF AN INSTITUTIONAL ACCREDITED INVESTOR].

  • Restrictive Legend shall have the meaning specified in Section 2.05(c).

  • Restricted Legend means the legend set forth in Exhibit C.

  • Global Securities Legend means the legend set forth under that caption in Exhibit A to this Indenture.

  • Global Security Legend means the legend set forth in Section 2.3(e)(3) of Appendix A to this Indenture, which is required to be placed on all Global Securities issued under this Indenture.

  • Restricted Securities Legend means the legend set forth in Section 2.3(e)(i) herein.

  • Global Notes Legend means the legend set forth under that caption in the applicable Exhibit to this Indenture.

  • Restricted Note Legend means a legend substantially in the form set forth in Exhibit B-1.

  • Regulation S Temporary Global Note Legend means the legend set forth in Section 2.06(g)(iii) hereof.

  • Global Note Legend means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.

  • Temporary Regulation S Legend means the legend set forth in Section 2.1(e).

  • Restricted Notes Legend means the legend set forth in Section 2.2(f)(i) herein.

  • Private place means a location which, at the time alcoholic beverages are kept, dispensed, or consumed, meets all of the following criteria:

  • Restricted Stock Legend means, with respect to any Conversion Share, a legend substantially to the effect that the offer and sale of such Conversion Share have not been registered under the Securities Act and that such Conversion Share cannot be sold or otherwise transferred except pursuant to a transaction that is registered under the Securities Act or that is exempt from, or not subject to, the registration requirements of the Securities Act.

  • Non-Affiliate Legend means a legend substantially in the form set forth in Exhibit B-3.

  • Regulation S Global Certificates As defined in Section 5.02(c)(i) of this Agreement.

  • Regulation S Global Security The meaning specified in Section 3.01(c).

  • Private Placement Shares shall have the meaning given in the Recitals hereto.

  • Regulation S Global Certificate With respect to any Class of Book-Entry Non-Registered Certificates offered and sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S, a single global Certificate, or multiple global Certificates collectively, in definitive, fully registered form without interest coupon, each of which Certificates bears a Regulation S Legend.

  • Regulation S Global Note means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate.

  • Regulation S Global Securities means one or more permanent global Securities in registered form representing the aggregate principal amount of Securities sold in reliance on Regulation S under the Securities Act.