Section 1145 Exemption definition

Section 1145 Exemption means the exemption contemplated by section 1145 of the Bankruptcy Code pursuant to which the distribution to the Adelphia Claimants of the then remaining Registrable Securities would not be subject to the registration requirements of the Securities Act.
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Examples of Section 1145 Exemption in a sentence

  • Subject to any Lock-up Agreements, the Stockholder may effect a Transfer of Registrable Securities to the Adelphia Claimants pursuant to the Section 1145 Exemption.

  • The Stockholder and the Issuer shall reasonably consult with each other no less than 60 days prior to the making of any solicitation of votes of the Adelphia Claimants with respect to a Final Distribution and shall use commercially reasonable efforts to determine, based on clear statements made by the staff of the Commission, a final order of the Bankruptcy Court or an opinion of counsel, whether the Section 1145 Exemption is available.

  • The Backstop Premium will be issued in reliance on the Section 1145 Exemption.

  • The New Secured Notes issued pursuant to the Rights Offering will be issued in reliance on the Section 1145 Exemption to the maximum extent possible and, to the extent the Section 1145 Exemption is unavailable, will be issued in reliance on the exemption provided by section 4(a)(2) under the Securities Act or another applicable exemption.

  • The Second Lien Notes and New Shares issued pursuant to the Rights Offering will be issued in reliance on the Section 1145 Exemption to the maximum extent possible and, to the extent the Section 1145 Exemption is unavailable, will be issued only to persons that are QIBs or IAIs in reliance on the exemption provided by Section 4(a)(2) under the Securities Act or other applicable exemption.

  • The Second Lien Notes and New Shares issued as fees under the Backstop Commitment Agreement will be issued in reliance on the Section 1145 Exemption.

  • The New Secured Notes issued pursuant to the Rights Offering will be issued in reliance on the Section 1145 Exemption to the maximum extent possible and, to the extent the Section 1145 Exemption is unavailable, will be issued only to persons that are QIBs or IAIs in reliance on the exemption provided by Section 4(a)(2) under the Securities Act or another applicable exemption.

  • The New Secured Notes issued pursuant to the Backstop Premium will be issued in reliance on the Section 1145 Exemption.

  • If the Section 1145 Exemption is not available, such New Interests are expected to be issued in reliance upon the exemptions provided by section 4(a)(2) of the Securities Act (or another applicable exemption under the Securities Act).

  • For the avoidance of doubt, the New Interests are expected to be issued in reliance upon the Section 1145 Exemption, to the extent permissible and available.