Rule 144A Transfer Certificate definition

Rule 144A Transfer Certificate shall have the meaning specified in Section 2.04.
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Rule 144A Transfer Certificate means a transfer certificate substantially in the form attached to the DTC Regulation S Global Security, being the certificate to be delivered to the Registrar in order to request a transfer of an interest in the DTC Regulation S Global Security to a U.S. person taking an interest in the DTC Restricted Global Security.
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Rule 144A Transfer Certificate means a certificate substantially in the form of Exhibit F hereto.
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Examples of Rule 144A Transfer Certificate in a sentence

  • Any definitive Registered Notes so issued shall bear a legend substantially to the effect set forth on the DTC Restricted Global Certificate and any transfers thereof will thereafter require the delivery of a Rule 144A Transfer Certificate and Investment Letter each substantially in the form included in the applicable Trust Instrument and available from the Registrar, with such modifications and amendments as are necessary to account for the definitive nature of the Notes.

  • Any Individual Certificates so issued shall bear a legend substantially to the effect set forth on the DTC Restricted Global Certificate and any transfers thereof will thereafter require the delivery of a Rule 144A Transfer Certificate and Investment Letter each substantially in the form included in the applicable Trust Instrument and available from the Registrar, with such modifications and amendments as are necessary to account for the definitive nature of the Notes.

  • Each purchaser (including any transferee) of a Class C Note must satisfy the transfer restrictions set forth herein and in the Rule 144A Transfer Certificate attached hereto as Exhibit E (the “Rule 144A Transfer Certificate”), and, for so long as the Class C Notes are Book-Entry Notes, each purchaser, by its acceptance of a beneficial interest in a Class C Note, shall be deemed to have made the representations and warranties set forth in the Rule 144A Transfer Certificate.

  • Any definitive Registered Notes so issued shall bear a legend substantially to the effect set forth on the DTC Restricted Global Certificate and any transfers thereof will thereafter require the delivery of a Rule 144A Transfer Certificate and Investment Letter each substantially in the form included in the applicable Trust Instrument and available from the Registrar, with such modificationsand amendments as are necessary to account for the definitive nature of the Notes.

  • A beneficial interest in the CTO Temporary Regulation S Global Security may be transferred to a transferee that takes delivery in the form of a beneficial interest in the CTO Rule 144A Global Securities only upon receipt by the Trustee of a Rule 144A Transfer Certificate.

  • With respect to clause (B) of this Section 3.03(e)(iv), the Certificateholder transferring such beneficial interest will be deemed to have made the representations and warranties contained in the Rule 144A Transfer Certificate attached as Exhibit E-1 hereto, and such Certificateholder’s transferee will be deemed to have made the representations and warranties contained in the Investor Representation Letter attached as Exhibit E-3 hereto.

  • Subject to Section 2.4(c)(4), in the event Definitive Class A-D Notes are issued pursuant to Section 2.4(c)(5), the Trustee shall cause the transfer of (i) any Definitive A-D Note for a beneficial interest in a Regulation S Global Note, upon provision to the Trustee and the Issuer of a Regulation S Transfer Certificate or (ii) any Definitive A-D Note for a beneficial interest in a Rule 144A Global Note, upon provision to the Trustee and the Issuer of a Rule 144A Transfer Certificate.

  • The Trustee shall cause the exchange or transfer of any beneficial interest in a Regulation S Global Note for a beneficial interest in a Rule 144A Global Note upon provision to the Trustee and the Issuer of a written certification in the form of Exhibit C-1 (a Rule 144A Transfer Certificate).

  • An owner of a beneficial interest in a Rule 144A Global Note may transfer such interest in the form of a beneficial interest in such Rule 144A Global Note without the provision of written certification; provided that the transferee, by purchase of such interest in such Rule 144A Global Note, will be deemed to have made all representations, warranties and acknowledgements set forth in the Rule 144A Transfer Certificate.

  • With respect to clause (B) of this Section 3.03(c)(iv), the holder transferring such beneficial interest will be deemed to have made the representations and warranties contained in the Rule 144A Transfer Certificate attached as Exhibit E-1 hereto, and such holder’s transferee will be deemed to have made the representations and warranties contained in the Investor Representation Letter attached as Exhibit E-3 hereto.


More Definitions of Rule 144A Transfer Certificate

Rule 144A Transfer Certificate means a transfer certificate substantially in the form attached to the Regulation S Global Certificate representing Securities of a U.S. Series, being the certificate to be delivered to a Registrar in order to request a transfer of an interest in the Regulation S Global Certificate to a U.S. Person who is an Eligible Investor taking an interest in a Rule 144A Global Certificate representing Securities of the same Series.
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Rule 144A Transfer Certificate has the meaning set forth in Section 2.4(b)(i)(B).
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Rule 144A Transfer Certificate has the meaning specified in Section 2.4(c)(1)(ii).
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Rule 144A Transfer Certificate has the meaning set forth in Section 2.05(d)(ii) hereof.
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Rule 144A Transfer Certificate. A certificate from a prospective transferor of a Certificate pursuant to Rule 144A under the Securities Act in substantially the form of Exhibit E-1 hereto, appropriately completed by such transferor.
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Rule 144A Transfer Certificate means the certificates ---------------------------------- substantially in the form of Exhibit D hereto. ---------
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Related to Rule 144A Transfer Certificate

  • Transfer Certificate means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower.

  • 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.

  • Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.2 is satisfied in all respects.

  • Rule 144A Letter As defined in Section 5.02(b).

  • Rule 144A Global Certificate With respect to any Class of Book-Entry Certificates, a single global Certificate, or multiple global Certificates collectively, registered in the name of the Depository or its nominee, in definitive, fully registered form without interest coupons, each of which Certificates bears a Qualified Institutional Buyer CUSIP number and does not bear a Regulation S Legend.

  • Rule 144A Global Note has the meaning assigned to it in Section 2.1(d).

  • Regulation S Certificate means a certificate substantially in the form of Exhibit E hereto.

  • Institutional Accredited Investor Certificate means a certificate substantially in the form of Exhibit G hereto.

  • Upper-Tier Certificate Any one of the Class A Certificates (other than the Class A-LR Certificate) and the Class B Certificates.

  • Rule 144A Global Security has the meaning specified in Section 2.1(a) of Appendix A.

  • Rule 144A Certificates The Junior Subordinate Certificates.

  • Seller Certificate means a certificate of transfer delivered in connection with the transfer of a Trust Certificate pursuant to Section 3.04(a), substantially in the form of Exhibit B.

  • Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation.

  • Rule 144A Global Certificates As defined in Section 5.02(c)(ii) of this Agreement.

  • Rule 144A Global Notes has the meaning set forth in Section 2.16.

  • Additional Lender Certificate has the meaning assigned to such term in Section 2.06(c)(ii)(F).

  • Private Certificate As specified in the Preliminary Statement.

  • 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.

  • Supplemental Certificate shall have the meaning specified in Section 6.03.

  • Legended Regulation S Global Note means a global Note in the form of Exhibit A, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount at maturity of the Notes initially sold in reliance on Rule 903 of Regulation S.

  • Class A-R Certificate The Certificate executed by the Trustee and authenticated by the Trustee or the Authenticating Agent in substantially the form set forth in Exhibit A-R and Exhibit C hereto.

  • 144A Global Note means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

  • Final Certificate in relation to the work shall mean the certificate regarding the satisfactory compliance, performance and fulfillment of all Contractual Obligations as issued by the Head of SBU & PC – Rock Phosphate.

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

  • Investor Certificate means any one of the certificates (including, without limitation, the Bearer Certificates, the Registered Certificates or the Global Certificates) issued by the Trust, executed by the Transferor and authenticated by the Trustee substantially in the form (or forms in the case of a Series with multiple Classes) of the investor certificate attached to the related Supplement.

  • Regulation S Permanent Global Certificate means any single permanent global Certificate, in definitive, fully registered form without interest coupons received in exchange for a Regulation S Temporary Global Certificate.