Share Private Placement Legend definition

Share Private Placement Legend means the legend set forth in Section 5.04(a).
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Examples of Share Private Placement Legend in a sentence

  • By its acceptance of any Ordinary Shares bearing the Share Private Placement Legend, each holder of, and beneficial owner of an interest in, such Ordinary Shares acknowledges the restrictions on transfer of such Ordinary Shares set forth in the Share Private Placement Legend and agrees that it will transfer such Ordinary Shares only in accordance with the Share Private Placement Legend.

  • Upon the registration of transfer or exchange of or substitution for Ordinary Shares not bearing the Share Private Placement Legend, the Company or its agent shall deliver an Ordinary Share certificate that does not bear the Share Private Placement Legend.

  • Upon the registration of transfer or exchange of or substitution for Ordinary Shares bearing the Share Private Placement Legend, the Company or its agent shall deliver an Ordinary Share certificate bearing the Share Private Placement Legend, unless such legend may be removed from such Ordinary Shares certificate pursuant to the provisions of this Section 5.04(d).

  • By its acceptance of any Common Stock bearing the Share Private Placement Legend, each holder of, and beneficial owner of an interest in, such Common Stock acknowledges the restrictions on transfer of such Common Stock set forth in the Share Private Placement Legend and agrees that it will transfer such Common Stock only in accordance with the Share Private Placement Legend.

  • Any Ordinary Shares or other securities issued upon exercise of the Warrants pursuant to a Common Shelf Registration Statement in accordance with the provisions of Section 5.03 shall not bear any Share Private Placement Legend.

  • Upon the registration of transfer or exchange of or substitution for Common Stock not bearing the Share Private Placement Legend, the Company or its agent shall deliver a Common Stock certificate that does not bear the Share Private Placement Legend.

  • The Threshold Loss shall then be set to a value of 0.25 for multimode fiber tests and to a value of 0.10 for single mode fiber tests.

  • Upon the registration of transfer or exchange of or substitution for Common Stock bearing the Share Private Placement Legend, the Company or its agent shall deliver a Common Stock certificate bearing the Share Private Placement Legend, unless such legend may be removed from such Common Stock certificate pursuant to the provisions ofthis Section 5.04(c).

Related to Share Private Placement Legend

  • Private Placement Legend means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

  • Regulation S Legend means the legend set forth in Section 2.06(g)(iii) which is required to be placed on all Regulation S Global Notes issued under this Supplemental Indenture.

  • Securities Act Legend means a Restricted Securities Legend or a Regulation S Legend.

  • DTC Legend means the legend set forth in Exhibit D.

  • OID Legend means the legend set forth in Section 2.06(g)(3) hereof to be placed on all Notes issued under this Indenture that have more than a de minimis amount of original issue discount for U.S. Federal income tax purposes.

  • Securities Legend THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE ACQUIRED 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 [in the case of the Class B-4, Class B-5 and Class B-6 Certificates:, UNLESS THE PROPOSED TRANSFER AND/OR HOLDING OF A 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 AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, XXX 00-00 XX XXX 00-00 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF THE SELLER, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE AND WILL BE EVIDENCED BY A REPRESENTATION OR AN OPINION OF COUNSEL TO SUCH EFFECT BY OR ON BEHALF OF AN INSTITUTIONAL ACCREDITED INVESTOR].

  • Global Securities Legend means the legend set forth under that caption in Exhibit A to this Indenture.

  • Restricted Legend means the legend set forth in Exhibit C.

  • Restrictive Legend shall have the meaning specified in Section 2.05(c).

  • Global Notes Legend means the legend set forth under that caption in the applicable Exhibit to this Indenture.

  • Restricted Securities Legend means the legend set forth in Section 2.3(e)(i) herein.

  • Global Security Legend means the legend set forth in Section 2.3(e)(3) of Appendix A to this Indenture, which is required to be placed on all Global Securities issued under this Indenture.

  • Restricted Note Legend means a legend substantially in the form set forth in Exhibit B-1.

  • Restricted Notes Legend means the legend set forth in Section 2.2(f)(i) herein.

  • Regulation S Temporary Global Note Legend means the legend set forth in Section 2.06(g)(iii) hereof.

  • Restricted Stock Legend means, with respect to any Conversion Share, a legend substantially to the effect that the offer and sale of such Conversion Share have not been registered under the Securities Act and that such Conversion Share cannot be sold or otherwise transferred except pursuant to a transaction that is registered under the Securities Act or that is exempt from, or not subject to, the registration requirements of the Securities Act.

  • Global Note Legend means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.

  • Private place means a location which, at the time alcoholic beverages are kept, dispensed, or consumed, meets all of the following criteria:

  • Temporary Regulation S Legend means the legend set forth in Section 2.1(e).

  • Regulation S Global Security The meaning specified in Section 3.01(c).

  • Regulation S Global Note means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate.

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

  • 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.

  • Regulation S Global Certificates As defined in Section 5.02(c)(i) of this Agreement.

  • Regulation S Global Securities means one or more permanent global Securities in registered form representing the aggregate principal amount of Securities sold in reliance on Regulation S under the Securities Act.

  • Private Placement Lock-up Period means, with respect to Private Placement Warrants that are held by the initial purchasers of such Private Placement Warrants or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants and that are held by the initial purchasers of the Private Placement Warrants or their Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.