Privately Placed Notes definition

Privately Placed Notes means, collectively, the Borrower’s (a) 3.67% Senior Notes, Series A due June 15, 2028, (b) 3.75% Senior Notes, Series B due December 18, 2028, (c) 3.65% Senior Notes, Series C due May 2, 2031, (d) 3.72% Senior Notes, Series D due October 28, 2031, (e) 3.51% Senior Notes, Series E due June 13, 2025, (f) 3.77% Senior Notes, Series F due August 22, 2028, (g) 2.85% Senior Notes, Series G due August 7, 2030, and (h) 2.96% Senior Notes, Series H due August 6, 2032.
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Privately Placed Notes means the $30,000,000 Senior Unsecured Notes of the Borrower issued in connection with the Note Private Placement.
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Privately Placed Notes means the $123,261,000 aggregate principal amount of Securities issued on the Issue Date pursuant to the terms and conditions set forth herein.
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Examples of Privately Placed Notes in a sentence

  • The Privately Placed Notes will be sold by the Depositor in one or more separate transactions intended to be exempt from the registration requirements of the Act.

  • The Privately Placed Notes will be sold by the Depositor in separate transactions intended to be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”).

  • The Subordinated Privately Placed Notes will be sold by the Depositor in one or more separate transactions intended to be exempt from the registration requirements of the Act.

  • The main component, payable to Holdco in its capacity as its major shareholder, was set off against any loans under which the proceeds of the Notes and the €0.4 billion Privately Placed Notes were passed on to Holdco, while any payments to minority interests in Nexi S.p.A. capital (other than Holdco) was settled in cash.

  • The Privately Placed Notes (as defined on Exhibit B hereto) will be sold by the Depositor in one or more separate transactions intended to be exempt from the registration requirements of the Act.

  • The Publicly Offered Notes will constitute indebtedness, and although such conclusion is not free from doubt, the Privately Placed Notes should constitute indebtedness, and not an ownership interest in the automobile loan contracts, nor an equity interest in the trust or in a separate association taxable as a corporation or other taxable entity.

  • The Privately Placed Notes (as defined on Exhibit B hereto) will be sold by Ally Auto in one or more separate transactions intended to be exempt from the registration requirements of the Act.


More Definitions of Privately Placed Notes

Privately Placed Notes means, collectively, [the Class B Notes].
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Related to Privately Placed Notes

  • Privately Offered Certificates [______________], Mortgage Pass-Through Certificates, Series [_______], Class [__] issued pursuant to the Pooling and Servicing Agreement.

  • Original Notes means the Initial Notes and any Exchange Notes issued in exchange therefor.

  • Offered Notes The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes.

  • Restricted Notes means any Note for which no Debt-For-Tax Opinion has been rendered on or after the later of (i) the Closing Date and (ii) the most recent date on which such Note was beneficially owned by the Issuer or the single beneficial owner of the Issuer for United States federal income tax purposes.

  • Exchange Notes means the Notes issued in the Exchange Offer pursuant to Section 2.06(f) hereof.

  • Permitted Notes means (i) unsecured senior or senior subordinated debt securities of the Borrower, (ii) debt securities of the Borrower that are secured by a Lien on the Collateral ranking junior to the Liens securing the Obligations pursuant to a Second Lien Intercreditor Agreement or (iii) debt securities of the Borrower that are secured by a Lien ranking pari passu with the Liens securing the Obligations pursuant to a First Lien Intercreditor Agreement; provided that (a) in the case of debt securities issued in reliance on Section 7.03(s)(iii), such debt securities are issued for cash consideration, (b) the terms of such debt securities do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Maturity Date of the Term Facility (other than customary offers to repurchase upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default), (c) the covenants, events of default, guarantees, collateral and other terms of which (other than interest rate and redemption premiums), taken as a whole, are not more restrictive to the Borrower and the Restricted Subsidiaries than those in this Agreement; provided that a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent at least three Business Days (or such shorter period as the Administrative Agent may reasonably agree) prior to the incurrence of such debt securities, together with a reasonably detailed description of the material terms and conditions of such debt securities or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement, (d) at the time that any such Permitted Notes are issued (and after giving effect thereto) no Event of Default shall exist, (e) the Borrower shall be in compliance with the covenants set forth in Section 7.11 determined on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable (or if no Test Period cited in Section 7.11 has passed, the covenants in Section 7.11 for the first Test Period cited in such Section shall be satisfied as of the last four quarters ended), in each case, as if such Permitted Notes had been outstanding on the last day of such four quarter period, and (f) no Subsidiary of the Borrower (other than a Guarantor) shall be an obligor and no Permitted Notes shall be secured by any collateral other than the Collateral.

  • New Notes shall have the meaning assigned to such term in Section 32.

  • Initial Notes means the first $500,000,000 aggregate principal amount of Notes issued under this Indenture on the date hereof.

  • Retained Notes means the Class A-1 Notes, the Class B Notes, $32,700,000 of the Class A-2a Notes, $5,300,000 of the Class A-2b Notes, $24,320,000 of the Class A-3 Notes and $7,605,000 of the Class A-4 Notes until such time as such Notes are the subject of an Opinion of Counsel pursuant to Section 2.04(g) of the Indenture with respect to their classification as debt for federal income tax purposes.

  • Public Notes means the Notes that have been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction. As of the Closing Date, the Public Notes include the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, other than any Notes held by the Depositor (or any other entity whose separate existence from the Trust is disregarded for federal income tax purposes).

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

  • Asset-Backed Securities means securities which:

  • Subsequent Placement means any direct or indirect issuance, offer, sale, grant of any option or right to purchase, or otherwise disposal by the Company or any of its Subsidiaries of any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible Securities, any Options, any debt, any preferred stock or any purchase rights).

  • Equity-linked Securities means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.

  • Asset Backed Notes (the “Class C Notes”), “Class D 2.09% Asset Backed Notes” (the “Class D Notes”) and “Class E 2.64% Asset Backed Notes” (the “Class E Notes”) (the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes, the “Notes”). This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Certificate by virtue of the acceptance hereof assents and by which such holder is bound. The property of the Trust includes a pool of retail installment sale contracts secured by new and used automobiles, vans or light duty trucks (the “Receivables”), all monies due thereunder on or after the Cutoff Date, security interests in the vehicles financed thereby, certain bank accounts and the proceeds thereof, proceeds from claims on certain insurance policies and certain other rights under the Trust Agreement and the Sale and Servicing Agreement, all right, title and interest of the Seller in and to the Purchase Agreement dated as of January 16, 2013 between AmeriCredit Financial Services, Inc. and the Seller and all proceeds of the foregoing. The holder of this Certificate acknowledges and agrees that its rights to receive distributions in respect of this Certificate are subordinated to the rights of the Noteholders as described in the Sale and Servicing Agreement, the Indenture and the Trust Agreement, as applicable. Distributions on this Certificate will be made as provided in the Trust Agreement or any other Basic Document by wire transfer or check mailed to the Certificateholder without the presentation or surrender of this Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Servicer on behalf of the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for the purpose by the Owner Trustee in the Corporate Trust Office. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual signature, this Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or the Sale and Servicing Agreement or be valid for any purpose. THIS CERTIFICATE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

  • Rule 144A Securities means all Initial Securities offered and sold to QIBs in reliance on Rule 144A.

  • Purchased Securities has the meaning assigned in the Terms;

  • Private Exchange Notes See Section 2(b) hereof.

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • Seller Notes means the series of unsecured, subordinated promissory notes in the initial aggregate principal amount of $100 million issued to Globetrotter Co-Investment B LP and to the selling equity holders of Lakeland Holdings, LLC (including the intragroup back-to-back notes issued by certain Debtors to other Debtors related thereto) and the guarantees provided by Lakeland Seller Finance, LLC in respect thereof, in connection with that certain Sale and Merger Agreement dated as of November 8, 2017, by and among WS Holdings Acquisition, Inc., as Purchaser, WS Holdings, Inc. as Blocker Corp., Lakeland Holdings, LLC as the Company, Lakeland Merger Sub II, LLC as Merger Sub, Globetrotter Co-Investment B LP as Blocker Seller and, solely in its capacity as Representative in accordance with the terms of the Sale and Merger Agreement, Metalmark Management II LLC.

  • Rule 144A Notes means all Notes offered and sold to QIBs in reliance on Rule 144A.

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

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • MAC Notes The Classes of Modifiable And Combinable STACR® Notes shown on

  • 2011 Notes means those certain notes issued pursuant to the Note Purchase Agreement dated as of March 22, 2011 among the Company and the purchasers named in Schedule A thereto.

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.