SEC Rule 144A definition

SEC Rule 144A means Rule 144A as promulgated under the Securities Act of 1933, as amended, as the same may be in effect from time to time.
Sample 1Sample 2Sample 3
SEC Rule 144A means Rule 144A as promulgated under the Securities Act of 1933, as amended, as the same may be in effect from time to time. “Secured Cash Management Agreement” means any Cash Management Agreements entered into with any Cash Management Bank. “Secured Creditors” means each of the Administrative Agent, the Lenders, each LC Issuer, each Secured Hedge Provider, each Cash Management Bank, and the respective successors and assigns of each of the foregoing provided that each Secured Hedge Provider and Cash Management Bank, other than the Administrative Agent, a Lender or an LC Issuer, is designated in a written notice by any Borrower to the Administrative Agent as a Secured Party in respect thereof and executes and delivers to the Administrative Agent a letter agreement in form and substance reasonably acceptable to the Administrative Agent pursuant to which such Person (i) appoints the Administrative Agent as its agent under the applicable Loan Documents, (ii) agrees to be bound by the provisions of Article IX, Sections 11.01, 11.02 and 11.08 as if it were a Lender and (iii) agrees to be bound by the provisions of that certain agreement among the Secured Creditors, dated as of the date hereof. “Secured Hedge Agreement” means any Hedge Agreements entered into with any Secured Hedge Provider, which is in effect on, or entered into after, the Closing Date. “Secured Hedge Provider” means the Administrative Agent, a Lead Arranger, a Lender or an Affiliate of the Administrative Agent, a Lead Arranger or a Lender (or a Person who was a Lender or an Affiliate of a Lender at the time of execution and delivery of a Hedge Agreement) (i) who has entered into a Hedge Agreement with the U.S. Borrower or any of its Restricted Subsidiaries, or (ii) that is a party to a Hedge Agreement in existence on the Closing Date with U.S. Borrower or any of its Restricted Subsidiaries, in its capacity as a counterparty to such Hedge Agreement. “Security Agreements” means, collectively, the U.S. Security Agreement and the Non-U.S. Security Agreements.
Sample 1

Examples of SEC Rule 144A in a sentence

  • SEC Rule 144A provides a safe harbour exemption from the registration requirements of the Securities Act of 1933 for resale of restricted securities to qualified institutional buyers, as defined in the rule.

  • In connection with purchases by Buyer, the Buyer is a “qualified institutional buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, as amended and (ii) as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year.

  • SEC Rule 144A provides a safe harbour exemption from the registration requirements of the US Securities Act of 1933 for resale of restricted securities to qualified institutional buyers, as defined in the rule.

  • Since the Florida Division of Treasury is not considered a Qualified Institutional Buyer, securities issued under SEC Rule 144A shall not be purchased.

  • For purposes of the policy, SEC Rule 144A securities are defined to include commercial paper privately placed under section 4(a)(2) of the Securities Act of 1933.

  • Rule 144A and Regulation S securities SEC Rule 144A provides a safe harbour exemption from the registration requirements of the United States Securities Act of 1933, as amended, for resale of restricted securities to qualified institutional buyers, as defined in the rule.

  • The term, ‘‘qualified institutional buyer,’’ or the term, ‘‘QIB,’’ shall have the same meaning as defined in SEC Rule 144A (17 CFR 230.144A(a)(1)) under the 1933 Act.

  • SEC Rule 144A international equity instruments with registration rights are fully permissible.

  • Publicly traded fixed income securities issued by a corporation organized under the laws of the United States or any State thereof, or of the Dominion of Canada, or of any province of the Dominion of Canada which are payable in US dollars, including securities issued under SEC Rule 144A.

  • In connection with purchases by Buyer, the Buyer is a "qualified institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, and (ii) as marked below, the Buyer alone, or the Buyer's Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent fiscal year.

Related to SEC Rule 144A

  • Rule 144A means Rule 144A promulgated under the Securities Act.

  • SEC Rule 144 means Rule 144 promulgated by the SEC under the Securities Act.

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

  • SEC Rule means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934.

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

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

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

  • SEC Rule 145 means Rule 145 promulgated by the SEC under the Securities Act.

  • Rule 144 means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

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

  • Rule 15c2-12 means Rule 15c2-12 under the Securities Exchange Act of 1934, as amended through the date of this Undertaking, including any official interpretations thereof.

  • Securities Act means the Securities Act of 1933, as amended.

  • Rule 904 means Rule 904 promulgated under the Securities Act.

  • Rule 17f-5 means Rule 17f-5 promulgated under the 1940 Act.

  • Rule 144A Information means the information specified pursuant to Rule 144A(d)(4) of the Securities Act (or any successor provision thereto).

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

  • Rule 903 means Rule 903 promulgated under the Securities Act.

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

  • 1933 Securities Act means the Securities Act of 1933 of the United States, as amended, and the rules and regulations made thereunder, as now in effect or as the same may from time to time be amended, re-enacted or replaced.

  • 1933 Act means the Securities Act of 1933, as amended.

  • Rule 17f-7 means Rule 17f-7 promulgated under the 1940 Act.

  • Rule 144A Certificates The Junior Subordinate Certificates.

  • Qualified Institutional Buyers as defined in Rule 144A. It is aware that the sale of the Privately Offered Certificates is being made in reliance on its continued compliance with Rule 144A. It is aware that the transferor may rely on the exemption from the provisions of Section 5 of the Act provided by Rule 144A. The undersigned understands that the Privately Offered Certificates may be resold, pledged or transferred only to (i) a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance in Rule 144A, or (ii) an institutional "accredited investor," as such term is defined under Rule 501 of the Act in a transaction that otherwise does not constitute a public offering. The undersigned agrees that if at some future time it wishes to dispose of or exchange any of the Privately Offered Certificates, it will not transfer or exchange any of the Privately Offered Certificates to a Qualified Institutional Buyer without first obtaining a Rule 144A and Related Matters Certificate in the form hereof from the transferee and delivering such certificate to the addressees hereof. Prior to making any transfer of Privately Offered Certificates, if the proposed Transferee is an institutional "accredited investor," the transferor shall obtain from the transferee and deliver to the addressees hereof an Investment Letter in the form attached to the Pooling and Servicing Agreement, dated as of March 1, 2002, among Structured Asset Mortgage Investments Inc., Wells Fargo Bank Mixxxxxta, National Association, EMC Mortgage Corporation and Bank One, National Association, as Trustee, pursuant to Certificates were issued. The undersigned certifies that it either: (i) is not acquiring the Privately Offered Certificate 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, or (ii) is providing a representation or an opinion of counsel to the effect that the proposed transfer and/or holding of a Privately Offered 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 a prohibited transaction exemption, including, but not limited to, Prohibited Transaction Exemption ("PTE") 84- 14, PTE 91-38, XXX 00-0, XXX 00-00, XXX 00-00 xr Section 401(c) of ERISA and the regulations to be promulgated thereunder and (II) will not give rise to any additional fiduciary duties on the part of the Seller, the Master Servicer or the Trustee. If the Purchaser proposes that its Certificates be registered in the name of a nominee on its behalf, the Purchaser has identified such nominee below, and has caused such nominee to complete the Nominee Acknowledgment at the end of this letter. Name of Nominee (if any):

  • Rule 144A Global Covered Bond means a Registered Global Covered Bond representing Covered Bonds sold in the United States to QIBs in reliance on Rule 144A;

  • Rule 159A “Rule 405” and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.