Such Security definition

Such Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Act), in reliance on Rule 144A. - Such Security is being transferred to an institutional "accredited investor" (within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Act) which delivers a certificate to the Trustee in the form of Exhibit E to the Indenture. - Such Security is being transferred in reliance on Rule 144 under the Act. - Such Security is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Act other than Rule 144A or Rule 144 under the Act to a person other than an institutional "accredited investor." [An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification.] [INSERT NAME OF TRANSFEROR] By: _____________________________________________ [Authorized Signatory] Date: ___________________ *Check applicable box. EXHIBIT E Form of Transferee Letter of Representation LIN HOLDINGS CORP. Four Richmond Square, Suite 200 Providence, Rhode Island 02906 Ladies and Gentlemen: This certificate is delivered to request a transfer of $________ principal amount of the 10% Senior Discount Notes due 2008 (the "Notes") of LIN HOLDINGS CORP. ("Holdings"). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name:________________________________________________ Address:_____________________________________________ Taxpayer ID Number:__________________________________ The undersigned represents and warrants to you that:
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Such Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")), which, in the case of a dealer, owns and invests on a discretionary basis at least $25.0 million of securities of issuer that are not affiliated with the dealer, in reliance on Rule 144A (in satisfaction of Section 2.6(a)(2)(B), Section 2.6(b)(i) or Section 2.6(d)(i)(2) of the Indenture) or pursuant to an effective registration statement under the Securities Act (in satisfaction of Section 2.6(a)(2)(C)(ii) or Section 2.6(d)(i)(3)(ii) of the Indenture). Such Security is being transferred in accordance with Rule 144 under the Securities Act (in satisfaction of Section 2.6(a)(2)(C)(i) or Section 2.6(d)(i)(3)(i) of the Indenture) or pursuant to another exemption from registration under the Securities Act (in satisfaction of Section 2.6(a)(2)(C)(iii) or Section 2.6(d)(i)(3)(iii) of the Indenture). _____________________________________ [INSERT NAME OF TRANSFEROR By:__________________________________ Date:__________________________
Sample 1
Such Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")) in reliance on Rule 144A (in satisfaction of Section 2.6(a)(ii)(B) or Section 2.6(d)(i)(B) of the Indenture). |_| Such Security is being transferred in accordance with (i) Rule 144 or Regulation S under the Securities Act, (ii) pursuant to an effective registration statement under the Securities Act, (iii) to an "institutional accredited investor" within the meaning of Rule 501(A)(1), (2), (3) or (7) under the Securities Act that is acquiring the Security for its own account, or for the account of such an institutional accredited investor, in each case in a minimum principal amount of $100,000, not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act or (iv) in reliance on another exemption from registration under the Securities Act (in satisfaction of Section 2.6(a)(ii)(C) or Section 2.6(d)(i)(C) of the Indenture). To effect such transfer, the Registrar or the Issuers may require delivery of an Opinion of Counsel and in case of a transfer pursuant to clause (iii) above, will require a transferee letter of representation. ______________________________________ [INSERT NAME OF TRANSFEROR] By:____________________________________ Dated:___________________ EXHIBIT B --------- FORM OF GUARANTEE ----------------- For value received, __________________, a _______________ corporation, hereby irrevocably, unconditionally guarantees on a senior subordinated basis to the Holder of the Security upon which this Guarantee is endorsed and to the Trustee (i) the due and punctual payment, as set forth in the Indenture pursuant to which such Security and this Guarantee were issued, of the principal of, premium (if any) and interest (and Liquidated Damages, if any) on such Security when and as the same shall become due and payable for any reason according to the terms of such Security and Article XI of the Indenture, (ii) the payment or performance of all other obligations of the Issuers to the Holders or the Trustee under the Indenture or the Securities and (iii) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the payment in full when due or performance in accordance with the terms of the extension or renewal. The Guarantee of the Security upon which this Guarantee is endorsed will not become effective until the T...
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Examples of Such Security in a sentence

  • Such Security Best Practices shall comply with an accepted industry standard, such as the NIST cybersecurity framework.

  • Such Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time.

  • Such Security Deposit made by the Supplier is liable to be forfeited by the Purchaser in the event of the Supplier failing duly and faithfully to perform any one or more or any part of any one of the said provisions.

  • Such Security Interest of the Purchaser shall constitute a prior charge as against any other charge or interest created in respect of such items by any other entity.

  • Such Security Register or Security Registers shall be in written form in the English language or in any other form capable of being converted into such form within a reasonable time.

  • Such Security Register shall distinguish between Original Securities and Exchange Securities.

  • Such Security shall, at the option of the bidder, be in the form of either (a) bank guarantee from any Scheduled Bank in Pakistan or (b) bank guarantee from a bank located outside Pakistan duly counter-guaranteed by a Scheduled Bank in Pakistan or (c)an insurance company having atleast AA rating from PACRA/JCR acceptable to the Employer.

  • Such Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable period of time.

  • Such Security Interest is granted and pledge and assignment are made as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation of Debtor with respect to any of the Collateral or any transaction involving or giving rise thereto.

  • Such Security shall, at the option of the bidder, be in the form of either (a) bank guarantee from any Scheduled Bank in Pakistan or (b) bank guarantee from a bank located outside Pakistan duly counter-guaranteed by a Scheduled Bank in Pakistan or (c) an insurance company having atleast AA rating from PACRA/JCR acceptable to the Employer.The cost of complying with requirements of this Sub-Clause shall be borne by the Contractor.


More Definitions of Such Security

Such Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act), in reliance on Rule 144A under the Securities Act. Such Security is being transferred to an institutional "accredited investor" (within the meaning of subparagraphs (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act). Such Security is being transferred in reliance on Regulation S under the Securities Act. Such Security is being transferred in reliance on Rule 144A under the Securities Act. Such Security is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144A or Regulation S or Rule 144 under the Securities Act to a person other than an institutional "accredited investor." [Name of Transferor] By: [Authorized Signatory] Date: ________________________ EXHIBIT C FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS [Date] , Bankers Trust Company, Trustee 0 Xxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Indenture (the "Indenture") relating to [insert title of Securities] Ladies and Gentlemen: In connection with our proposed purchase of [insert title of Securities] Panda Global Energy Company (the "Issuer"), we confirm that:
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Such Security is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act and in accordance with applicable securities laws of the States of the United States of America, other than as provided in the immediately preceding paragraph. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate (in satisfaction of Section 2.6(1)(b)(iv) or Section 2.6(4)(a)(iv) of the Indenture). -------------------------------------------------------------------------------- (Insert Name of Transferor) By: ---------------------------------------------------------------------------- Date: -------------------------------- ---------- /8/ This certificate shall be included only for Initial Securities. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES
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Such Security is being transferred to a person the Transferor reasonably believes is a "qualified institutional buyer" (as defined in Rule 144A or any successor provision thereto ("Rule 144A") under the Securities Act) that is purchasing for its own account or for the account of a "qualified institutional buyer", in each case to whom notice has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A. ____ Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements of the Securities Act in accordance with Rule 144 (or any successor thereto) ("Rule 144") under the Securities Act. ____ Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements of the Securities Act (other than an exemption referred to above) and as a result of which such Security will, upon such transfer, cease to be a "restricted security" within the meaning of Rule 144 under the Securities Act. The Transferor acknowledges and agrees that, if the transferee will hold any such Securities in the form of beneficial interests in a Global Note which is a "restricted security" within the meaning of Rule 144 under the Securities Act, then such transfer can only be made pursuant to Rule 144A under the Securities Act and such transferee must be a "qualified institutional buyer" (as defined in Rule 144A). A-18 Date: ---------------------------------------- ------------------------------ (Insert Name of Transferor) Exhibit B FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY FUTURE GUARANTORS SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of __________________, 200__, among _________________________ (the "Guaranteeing Subsidiary"), a subsidiary of __________________________ (or its permitted successor), a [Delaware] corporation (the "Company"), the Company, the other Guarantors (as defined in the Indenture referred to herein) and J.P. Morgan Trust Company, National Association, as trustee under the Xxxxxxxxx xeferred to below (the "Trustee").
Sample 1
Such Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Act), in reliance on Rule 144A. Such Security is being transferred to an institutional "accredited investor" (within the meaning of subparagraphs (a)(1), (2), (3) or (7) of Rule 501 under the Act. Such Security is being transferred in reliance on Regulation S under the Act. Such Security is being transferred in reliance on Rule 144 under the Act. Such Security is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Act other than Rule 144A or Rule 144 or Regulation S under the Act to a person other than an institutional "accredited investor." ------------------------------ [INSERT NAME OF TRANSFEROR] By: ---------------------------- [Authorized Signatory] Date: ------------------ *Check applicable box.
Sample 1
Such Security interest is set forth in the Security Agreement. The security interest in the Secured Proceeds shall terminate upon the release of all of the Secured Proceeds from the Custodial Account, it being understood however that the Company's obligations under the Debentures shall remain in full force and effect.
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Related to Such Security

  • Quasi-Security means an arrangement or transaction described in paragraph (b) below.

  • Bid Security (BS) means Earnest Money Deposit / monetary or financial guarantee to be furnished by a bidder along with its tender.

  • Similar Security means a reference bond or reference bonds issued by the same issuer as the Reference Security having an actual or interpolated maturity comparable with the remaining term of the Notes that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

  • Indexed Security means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity may be more or less than the principal face amount thereof at original issuance.

  • Loaned Security means any “security” which is delivered as a Loan under a Securities Loan Agreement; provided that, if any new or different security shall be exchanged for any Loaned Security by recapitalization, merger, consolidation, or other corporate action, such new or different security shall, effective upon such exchange, be deemed to become a Loaned Security in substitution for the former Loaned Security for which such exchange was made.

  • Cyber security means the condition in which road vehicles and their functions are protected from cyber threats to electrical or electronic components.

  • or "Security means any debt securities or debt security, as the case may be, authenticated and delivered under this Indenture.

  • Tender Security means the security required to be submitted by the Tenderer with its Tender Offer.

  • Security means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

  • Relevant Security means any share of Common Stock, any warrant to purchase shares of Common Stock or any other security of the Company or any other entity that is convertible into, or exercisable or exchangeable for, shares of Common Stock or any other equity security of the Company, in each case owned beneficially or otherwise by the undersigned on the date of closing of the Public Offering or acquired by the undersigned during the Lock-Up Period. The restrictions in the foregoing paragraph shall not apply to any exercise (including a cashless exercise or broker-assisted exercise and payment of tax obligations) of options or warrants to purchase shares of Common Stock; provided that any shares of Common Stock received upon such exercise, conversion or exchange will be subject to this Lock-Up Period. The Lock-Up Period will commence on the date of this Lock-up Agreement and continue and include the date that is one-hundred and eighty (180) days after the closing of the Public Offering. In addition, the undersigned further agrees that, except for the registration statement filed or to be filed in connection with the Public Offering, during the Lock-Up Period the undersigned will not, without the prior written consent of the Representative: (a) file or participate in the filing with the SEC of any registration statement or circulate or participate in the circulation of any preliminary or final prospectus or other disclosure document, in each case with respect to any proposed offering or sale of a Relevant Security, or (b) exercise any rights the undersigned may have to require registration with the SEC of any proposed offering or sale of a Relevant Security. In furtherance of the undersigned’s obligations hereunder, the undersigned hereby authorizes the Company during the Lock-Up Period to cause any transfer agent for the Relevant Securities to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, Relevant Securities for which the undersigned is the record owner and the transfer of which would be a violation of this Lock-Up Agreement and, in the case of Relevant Securities for which the undersigned is the beneficial but not the record owner, agrees that during the Lock-Up Period it will cause the record owner to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities to the extent such transfer would be a violation of this Lock-Up Agreement. Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Relevant Securities:

  • of a Security means the principal of the Security plus the premium, if any, payable on the Security which is due or overdue or is to become due at the relevant time.

  • Covered Security means a security as defined in Section 2(a)(36) of the Act, which includes: any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

  • Equity Security means any stock or similar security, including, without limitation, securities containing equity features and securities containing profit participation features, or any security convertible into or exchangeable for, with or without consideration, any stock or similar security, or any security carrying any warrant, right or option to subscribe to or purchase any shares of capital stock, or any such warrant or right.

  • Exempt Security means (i) direct obligations of the Government of the United States; (ii) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (iii) shares of open-end investment companies with the exception of exchange-traded funds and the Funds, which are subject to various provisions of the Code as noted herein. In addition, as may be determined by the Chief Compliance Officer, a futures transaction and an option on certain broad-based securities indices will be deemed an “Exempt Security.”

  • Permitted Security means any Security:

  • Worthless security means a security whose cost of liquidation and delivery to the administrator would exceed the value of the security on the date a report is due under this chapter.

  • Successor Security of any particular Security means every Security issued after, and evidencing all or a portion of the same debt as that evidenced by, such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.7 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

  • Contract Security means any security given by the Contractor to the NCC in accordance with the Contract;

  • Physical Security has the meaning specified in Section 303.

  • Coupon Security means any Bearer Security authenticated and delivered with one or more Coupons appertaining thereto.

  • Company Security means any class or series of membership interest in the Company.

  • Unregistered Security means any Security other than a Registered Security.

  • Proposal Security means a certified check in the amount of $25 million payable to IFA or the proposal bond as described in Section 3 of Exhibit C to the ITP.

  • exchangeable security means a security of an issuer that is exchangeable for, or carries the right of the holder to acquire, or of the issuer to cause the acquisition of, a security of another issuer;

  • Debt Security or “Debt Securities” has the meaning stated in the first recital of this Indenture and more particularly means any debt security or debt securities, as the case may be, of any series authenticated and delivered under this Indenture.

  • Listed Security means any security of the Company that is listed or approved for listing on a national securities exchange or designated or approved for designation as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.