Rule 144A Certificate definition

Rule 144A Certificate means (i) a certificate substantially in the form of Exhibit F hereto or (ii) a written certification addressed to the Company and the Trustee to the effect that the Person making such certification (x) is acquiring such Note (or beneficial interest) for its own account or one or more accounts with respect to which it exercises sole investment discretion and that it and each such account is a qualified institutional buyer within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information.
Rule 144A Certificate means a certificate substantially in the form of Exhibit C hereto.

Examples of Rule 144A Certificate in a sentence

  • Furthermore, each of the Private Certificates is a Rule 144A Certificate.

  • The Person requesting the transfer or exchange must deliver or cause to be delivered to the Trustee a duly completed Rule 144A Certificate.

  • The Trustee shall not register any transfer of a Private Certificate (other than a Residual Certificate) unless and until the prospective transferee provides the Trustee with a Transferee Agreement or, if the Certificate to be transferred is a Rule 144A Certificate, a Rule 144A Agreement certifying to facts which, if true, would mean that the proposed transferee is a Qualified Institutional Buyer, and unless and until the transfer otherwise complies with the provisions of this Section 5.05.

  • The Person requesting the transfer or exchange must deliver or cause to be delivered to the Security Registrar a duly completed Rule 144A Certificate.

  • The Issuer may compel any beneficial owner of an interest in a Rule 144A Certificate to sell its interest in such Rule 144A Certificate, or may sell such interest on behalf of such beneficial owner, if such beneficial owner is not a QIB and a QP.


More Definitions of Rule 144A Certificate

Rule 144A Certificate means a certificate substantially in the form set forth in Section 315; and "Non-Registration Opinion and Supporting Evidence" means a written opinion of counsel reasonably acceptable to the Company to the effect that, and such other certification or information as the Company may reasonably require to confirm that, the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Rule 144A Certificate means the Rule 144A Certificate in the form of Exhibit B attached to this Indenture.
Rule 144A Certificate means (i) a certificate substantially in the form of Exhibit F hereto or (ii) a written certification addressed to the Company and the Trustee to the effect that the Person making such certification
Rule 144A Certificate. The certificate to be furnished by each purchaser of a Private Certificate which is a Qualified Institutional Buyer as defined under Rule 144A promulgated under the Securities Act, substantially in the form set forth as Exhibit F-2 hereto; provided that Xxxxxxxxx or any of its Affiliates shall not be required to furnish Rule 144A Certificate in connection with the initial registration or subsequent transfer of the Private Certificates to Xxxxxxxxx or an Affiliate of Xxxxxxxxx, or from such Affiliate to Xxxxxxxxx.
Rule 144A Certificate means the certificate set forth in Exhibit B.
Rule 144A Certificate means the form of Rule 144A Certificate set forth in Exhibit E.