Such Unit definition

Such Unit is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A or in accordance with Regulation S under the Securities Act. Such Unit is being transferred in accordance with Rule 144 under the Securities Act. Such Unit 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 Rule 144 or Regulation S under the Securities Act. An opinion of counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. __________________________ [INSERT NAME OF TRANSFEROR] By: ----------------------------- Date:__________________________ *Check applicable box. EXHIBIT D FORM OF LETTER TO BE DELIVERED BY ACCREDITED INSTITUTIONS We are delivering this letter in connection with an offering of 30,000 Units (the "Units"), each consisting of 40 shares of 13% of Senior Exchangeable Preferred Stock due 2009 (the "Senior Preferred Stock") of Anvil Holdings, Inc., a Delaware corporation ("Holdings"), and 13 shares of Class B Common Stock, $0.01 par value per share (the "Class B Common"), all as described in the Offering Memorandum (the "Offering Memorandum") relating to such offering. The Units, the Senior Preferred Stock and the Class B Common are sometimes referred to herein as the "Securities." We hereby confirm that:
Such Unit shall be deemed to mean "the Facility".
Such Unit is being transferred (i) to a qualified institutional buyer (as defined in Rule 144A under the Act) in reliance on Rule 144A or (ii) pursuant to an exemption from registration in accordance with Rule 904 under the Act (and, in the case of clause (ii), based on an opinion of counsel if the Issuers or the Unit Agent so request) and together with a certification in substantially the form of Exhibit D to the Unit Agreement in accordance with --------- Regulation S under the Act. Such Unit is being transferred (i) in accordance with Rule 144 under the Act (and based on an opinion of counsel if the Issuers or the Unit Agent so request) or (ii) pursuant to an effective registration statement under the Act. Such Unit is being transferred to an institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Act pursuant to a private placement exemption from the registration requirements of the Act (together with a certification in substantially the form of Exhibit C to the --------- Unit Agreement and based on an opinion of counsel if the Issuers or the Unit Agent so request).

Examples of Such Unit in a sentence

  • Such Unit Certificate shall be signed by the President or any Vice President or Assistant Vice President and by the Treasurer, Secretary or an Assistant Secretary of the Company.

  • Such Unit Value shall be determined by dividing said Trust Evaluation by the number of Units outstanding on such day.

  • The following materials are acceptable for pressure mains: PVC-u (To AS/NZS 1477) polyethylene (To AS/NZS 4130) ductile iron (to AS/NZS 2280) Base the selected pressure class on an analysis of the pressure main and its maximum pump head.

  • Such Unit Members will be credited with their unused accumulated sick leave, and retain their original anniversary date for salary step advancements.

  • An improvement plan (see Appendix) shall be developed for a Unit Member receiving “satisfactory with improvement needed” or “unsatisfactory – does not meet standards.” Unit Members receiving “unsatisfactory – does not meet standards” shall be evaluated yearly until their performance is “satisfactory – meets standards.” Such Unit Member is also subject to the remedies afforded by Education Code sections 44932-44944.

  • Such Unit Chairman shall designate a person residing in that part of the unit located in each of the other involved Congressional or Legislative Districts to serve at the pleasure of the Unit Chairman as the Unit's representative on the respective Congressional or Legislative District Committee with the authority and vote of a Unit Chairman.

  • Such Unit Member shall be billed on a monthly- prepaid basis for the cost of such coverage by the University.

  • Such Unit shall come into existence upon Lessee's execution in writing and recordation in the Office of the County Recorder in the county in which the Lands are situated, of an instrument identifying and describing the Unit's acreage.

  • Such Unit I member shall be assigned to their former position or its equivalent and shall have assignment preference over new incoming teachers, provided, however, that a teacher returning at a time other than at the beginning of the school year shall be assigned the first available position for which the teacher is qualified.

  • Such Unit Certificate or Unit Certificates shall be signed by the President or any Vice President or Assistant Vice President and by the Treasurer, Secretary or an Assistant Secretary of the Company.


More Definitions of Such Unit

Such Unit is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A or in accordance with Regulation S under the Securities Act. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ____ Such Unit is being transferred in accordance with Rule 144 under the Securities Act. ____ Such Unit is being transferred in accordance with Regulation S under the Securities Act. ____ Such Unit 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 Rule 144 or Regulation S under the Securities Act. An opinion of counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. ---------------------------------- [INSERT NAME OF TRANSFEROR] By:_______________________________ Date:_________________________ *Check applicable blank. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- EXHIBIT D Form of Certificate to Be Delivered in Connection with Transfers to Institutional Accredited Investors [Date] United States Trust Company of New York 114 West 47th Street New York, NY 10036 Attention: Corporate Trust Department Re: Units (the "Units") of ____________________ each consisting of $1,000 principal amount of 12% Senior Secured PIK Notes due 2003 and 2.78311 Warrants, each to purchase one share of Common Stock Ladies and Gentlemen: In connection with our proposed purchase of Units, of the Company, we confirm that:
Such Unit is being transferred in reliance on another exemption from the registration requirement of the Act (and based on an opinion of counsel if the Issuers or the Unit Agent so request). ____________________________________ [INSERT NAME OF TRANSFEROR] By: ________________________________ Date: ___________________________ *Check applicable box. EXHIBIT C --------- Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors ----------------------------------------- [ ], 20[ ] THE BANK OF NEW YORK 101 Barclay Street, Floor 21 West New York, New York 10286 Facsimile No.: (212) 815-5915 Attention: Corporate Trust Trustee Administration Ladies and Gentlemen: In connection with our proposed purchase of certain units (the "Units"), consisting of shares of 14 1/2% senior redeemable preferred stock of TNP Enterprises, Inc. (the "Company"), $1,000 liquidation preference per share ("Shares"), and warrants ("Warrants" and, together with the Units and the Shares, the "Securities"), each Warrant entitling the holder thereof to purchase (at an exercise price of $.01 per limited partnership interest) a Limited Partnership Interest (as defined in the Unit Agreement governing the Units) in SW Acquisition, L.P. (together with the Company, the "Issuers"), we represent that:

Related to Such Unit

  • Share Unit means a unit credited by means of an entry on the books of the Corporation to a Participant pursuant to the Plan, representing the right to receive, subject to and in accordance with the Plan, for each Vested Share Unit one Share, at the time, in the manner, and subject to the terms, set forth in the Plan and the applicable Grant Agreement;

  • Phantom Stock Unit means the right to receive the value of one (1) share of the Company’s Common Stock, subject to the provisions of Section 8.4 of the Plan.

  • Unit Share has the meaning ascribed thereto in the first paragraph of this Agreement;

  • Stock Unit means a bookkeeping entry representing the equivalent of one Share, as awarded under the Plan.

  • sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent.

  • Stock Payment means (a) a payment in the form of shares of Stock, or (b) an option or other right to purchase shares of Stock, as part of any bonus, deferred compensation or other arrangement, made in lieu of all or any portion of the compensation, granted pursuant to Article 8.

  • Unit and “Quality” means the unit and quantity specified in the schedule.

  • Performance Stock Unit means a right granted to a Participant pursuant to Section 8.1 and subject to Section 8.2, to receive Shares, the payment of which is contingent upon achieving certain performance goals or other performance-based targets established by the Administrator.

  • FTPS Unit means Units which are purchased through the Fund/SERV(R) trading system or on a manual basis through FTP Services LLC or for which FTP Services LLC is acting as FTPS Unit Servicing Agent.

  • Phantom Share means a right, pursuant to the Plan, of the Grantee to payment of the Phantom Share Value.

  • Restricted Share Unit means the right granted to a Participant pursuant to Article 7 to receive a Share at a future date.

  • Phantom Stock means a right granted to an Eligible Individual under Section 12 representing a number of hypothetical Shares.

  • Restricted Share means a Share awarded to a Participant pursuant to Article 6 that is subject to certain restrictions and may be subject to risk of forfeiture.

  • Deferred Share means a Share which by its terms of issue is a deferred share as defined in the Statutes and includes a permanent interest bearing share and a Core Capital Deferred Share;

  • Restricted Unit means a Unit granted under the Plan that is subject to a Restricted Period.

  • Deferred Share Unit or “DSU” means a unit equivalent in value to a Share, credited by means of a bookkeeping entry in the books of the Corporation in accordance with Article 7;

  • Performance Unit means an Award which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section 10.

  • Work Unit means an identifiable group of employees within an Agency.

  • Unit Award means a grant of a Unit that is not subject to a Restricted Period.

  • Deferred Stock Unit means a right granted to a Participant under Article 9 to receive Shares (or the equivalent value in cash or other property if the Committee so provides) at a future time as determined by the Committee, or as determined by the Participant within guidelines established by the Committee in the case of voluntary deferral elections.

  • Company Restricted Stock Unit means any unit or award granted (whether granted by the Company pursuant to the Company Plans, assumed by the Company in connection with any merger, acquisition or similar transaction or otherwise issued or granted) (i) denominated in units, and (ii) pursuant to which the holder thereof is or may become entitled to acquire one or more shares of Company Common Stock or the cash equivalent thereof upon such holder’s continued service with or employment by the Company or any Subsidiary of the Company and/or upon the satisfaction or attainment of one or more performance milestones.

  • Phantom Stock Award means an Award granted under Section 11, entitling a Participant to a payment in cash, shares of Common Stock or a combination of cash and Common Stock (as determined by the Administrator), following the completion of the applicable vesting period and compliance with the terms of the Plan and other terms and conditions established by the Administrator. The unit value of a Phantom Stock Award shall be based on the Fair Market Value of a share of Common Stock.

  • Dividend Equivalent Right means an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the grantee.

  • Restricted Stock Unit means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 8. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

  • Performance Share means an Award denominated in Shares which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section 10.

  • Units means the Class A Units and any other Class of Units authorized in accordance with this Agreement, which shall constitute interests in the Partnership as provided in this Agreement and under the Act, entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Partner as provided in this Agreement, together with the obligations of such Partner to comply with all terms and provisions of this Agreement.