Transfer Restricted Senior Notes definition

Transfer Restricted Senior Notes means securities that bear or are required to bear the legend set forth in Section 2.06.
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Transfer Restricted Senior Notes means Senior Notes that bear or are required to bear the Private Placement Legend.
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Transfer Restricted Senior Notes. Each Senior Note, until the earliest to occur of (a) the date on which such Senior Note is exchanged in the Exchange Offer and entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Act, (b) the date on which such Senior Note has been disposed of in accordance with a Shelf Registration Statement, (c) the date on which such Senior Note is disposed of by a Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein) or (d) the date on which such Senior Note is distributed to the public pursuant to Rule 144 under the Act.
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Examples of Transfer Restricted Senior Notes in a sentence

  • Similarly, a diversity of water users exists across the province.

  • Subject to the Company's consent, for any Underwritten Offering, the investment banker or investment bankers and manager or managers for any Underwritten Offering that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Senior Notes included in such offering.

  • No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Senior Notes on the basis provided in customary underwriting arrangements entered into in connection therewith and (b) completes and executes all reasonable questionnaires, powers of attorney, lock-up letters and other documents required under the terms of such underwriting arrangements.

  • There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Senior Notes.

  • No Holder of Transfer Restricted Senior Notes shall be entitled to Liquidated Damages pursuant to Section 5 hereof unless and until such Holder shall have used its best efforts to provide all such information.

  • No Holder of Transfer Restricted Senior Notes may include any of its Transfer Restricted Senior Notes in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 days after receipt of a request therefor, such information specified in item 507 of Regulation S-K under the Act for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein.

  • Amounts excluded expenses capitalised in exploration and evaluation assets and construction in progress of approximately HK$963,000 (2014: HK$1,517,000) and HK$470,000 (2014: Nil) respectively.

  • If so directed by the Company, each Holder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Transfer Restricted Senior Notes that was current at the time of receipt of either such notice.

  • The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Senior Notes.

  • The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Notes to be offered in substitution for the Senior Notes that are Transfer Restricted Senior Notes and to permit sales of Broker-Dealer Transfer Restricted Senior Notes by Restricted Broker-Dealers as contemplated by Section 3(c) below and the sale of Exchange Notes from time to time by the Market Makers as contemplated by Section 12 hereof.


More Definitions of Transfer Restricted Senior Notes

Transfer Restricted Senior Notes. Each Senior Note, until the -------------------------------- earliest to occur of (a) the date on which such Senior Note is replaced in the Exchange Offer, (b) the date on which such Senior Note has been effectively registered under the Act and disposed of in accordance with the Senior Note Shelf Registration Statement and (c) the date on which such Senior Note is distributed to the public pursuant to Rule 144 under the Act. Transfer Restricted Securities: Together, Transfer Restricted Senior ------------------------------ Notes, Transfer Restricted Convertible Notes, Transfer Restricted Convertible Note Shares, Transfer Restricted Warrants and Transfer Restricted Warrant Shares.
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Transfer Restricted Senior Notes. Each Senior Note, until the earliest to occur of (a) the date on which such Senior Note is replaced in the Exchange Offer, (b) the date on which such Note has been effectively registered under the Act and disposed of in accordance with the Senior Note Shelf Registration Statement and (c) the date on which such Senior Note is distributed to the public pursuant to Rule 144 under the Act.
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Transfer Restricted Senior Notes means (i) each Senior Note until the date on which such Senior Note has been exchanged for a freely transferable Senior Exchange Note in the Registered Notes Offer, (ii) each Senior Note or Private Senior Exchange Note until the date on which it has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement or (iii) each Senior Note or Private Senior Exchange Note until the date on which it is distributed to the public pursuant to Rule 144 under the Securities Act or is saleable pursuant to Rule 144(k) under the Securities Act. Notwithstanding anything to the contrary in this Section 3(a), the Company shall not be required to pay liquidated damages to a Holder of Transfer Restricted Senior Notes if such Holder failed to comply with its obligations to make the representations set forth in the second to last paragraph of Section 1 or failed to provide the information required to be provided by it, if any, pursuant to Section 4(n). Liquidated damages shall not accrue during any Suspension Period permitted pursuant to Section 2(b) above. 8
Sample 1
Transfer Restricted Senior Notes. Each Senior Note, until the earliest to -------------------------------- occur of (a) the date on which such Senior Note is exchanged in the Exchange Offer and entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Act, (b) the date on which such Senior Note has been disposed of in accordance with a Shelf Registration Statement, (c) the date on which such Senior Note is disposed of by a Broker-Dealer pursuant to the "Plan of Distribution" contemplated by the Exchange Offer Registration Statement (including delivery of the Prospectus contained therein) or (d) the date on which such Senior Note is distributed to the public pursuant to Rule 144 under the Act.
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Related to Transfer Restricted Senior Notes

  • Transfer Restricted Notes means Definitive Notes and any other Notes that bear or are required to bear the Restricted Notes Legend.

  • Transfer Restricted Note means any Note that bears or is required to bear a Restricted Notes Legend.

  • Transfer Restricted Securities means Securities that bear or are required to bear the legend relating to restrictions on transfer relating to the Securities Act set forth in Section 2.3(e) hereto.

  • Transfer-Restricted Security means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

  • Transfer Restricted Global Notes means Global Notes that bear or are required to bear or are subject to the Restricted Notes Legend.

  • Existing Transfer Restrictions means Transfer Restrictions under or arising in connection with (a) any lien routinely imposed on all securities by the Exchange as of the Closing Date, (b) the Reorganization Agreement (excluding the provisions from any amendments, restatements, amendments and restatements, supplements or other modifications to the Reorganization Agreement entered into after the Closing Date either (i) creating additional Transfer Restrictions with respect to LBRDK Shares or (ii) modifying any Transfer Restrictions with respect to LBRDK Shares existing under or arising in connection with the Reorganization Agreement (as in effect on the Closing Date), in each case, that adversely affect the Lenders in any material respect (and, for the avoidance of doubt, any transfer restrictions that exist in the Reorganization Agreement, as in effect on the Closing Date, shall be deemed “Existing Transfer Restrictions”)), (c) the federal securities laws of the United States (as in effect as of the Closing Date) to the extent that Borrower (or, if applicable, a Lender or the Administrative Agent) is deemed or determined to be an “affiliate” (within the meaning of Rule 144 (as in effect on the Closing Date)) of any Issuer as of the Funding Date and (d) the Securities Act solely as a result of the Initial Pledged Shares being “restricted securities” within the meaning of Rule 144 (as in effect as of the Closing Date), including any “holding period” restrictions under Rule 144(d), as of the Funding Date.

  • Transfer Restrictions means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposal (including through the use of any cash-settled instrument), whether voluntarily or involuntarily by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.

  • Transfer Restriction means, with respect to any security or other property, any condition to or restriction on the ability of the holder thereof to sell, assign or otherwise transfer such security or other property or to enforce the provisions thereof or of any document related thereto, whether set forth in such security or other property itself or in any document related thereto or arising by operation of law, including, without limitation, such conditions or restrictions arising under federal, state or foreign laws or under any contracts, arrangements or agreements.

  • Restricted Notes means any Note for which no Debt-For-Tax Opinion has been rendered on or after the later of (i) the Closing Date and (ii) the most recent date on which such Note was beneficially owned by the Issuer or the single beneficial owner of the Issuer for United States federal income tax purposes.

  • Transfer Restricted Definitive Notes means Definitive Notes that bear or are required to bear or are subject to the Restricted Notes Legend.

  • Transfer Restriction Event shall have the meaning specified in Section 2.11.

  • Existing Senior Secured Notes means the Borrower’s $800,000,000 8.500% Senior Secured Notes due 2019, issued pursuant to the Existing Senior Secured Notes Indenture.

  • Restricted Note has the same meaning as “Restricted Security” set forth in Rule 144(a)(3) promulgated under the Securities Act; provided that the Trustee shall be entitled to request and conclusively rely upon an Opinion of Counsel with respect to whether any Note is a Restricted Note.

  • Unrestricted Notes means one or more Notes that do not and are not required to bear the Restricted Notes Legend including, without limitation, the Exchange Notes and any Notes registered under the Securities Act pursuant to and in accordance with the Registration Rights Agreement.

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

  • Senior Secured Notes means the $1,875 million aggregate principal amount of 7.375% Senior Secured Notes due 2023 of the Borrower including, as the same may be amended, supplemented, waived or otherwise modified from time to time, including any senior secured exchange notes issued in lieu thereof.

  • Existing Unsecured Notes the Borrower’s 11.5% Senior Notes due 2018, issued pursuant to the Existing Unsecured Indenture, outstanding on the Closing Date or subsequently issued in exchange for or in respect of any such notes.

  • Senior Secured Note Indenture means the Indenture dated as of November 5, 2009, among the Issuers, the Note Guarantors (as defined therein) and The Bank of New York Mellon, as trustee, principal paying agent, transfer agent and registrar, as amended, extended, restructured, renewed, refunded, novated, supplemented, restated, replaced or modified from time to time;

  • Restricted Certificated Note means a Certificated Note bearing the Private Placement Legend.

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

  • Restricted Security has the meaning assigned to such term in Rule 144(a)(3) under the Securities Act; provided, however, that the Trustee shall be entitled to receive, at its request, and conclusively rely on an Opinion of Counsel with respect to whether any Note constitutes a Restricted Security.

  • Existing Senior Subordinated Notes means the Company’s existing 8% Senior Subordinated Notes due 2015.

  • Unrestricted Securities with respect to any series of Securities, means a Security (i) effectively registered under the Securities Act and disposed of in accordance with a registration statement with respect to such series or (ii) distributed to the public pursuant to Rule 144 under the Securities Act or any similar provision then in force.

  • Existing Senior Notes means the Existing 2020 Senior Notes and the Existing 2021 Senior Notes, collectively.

  • 2020 Notes means the 6.875% Senior Notes due 2020, issued by Pride International LLC, a Delaware limited liability company.

  • Initial Note means each initial Governmental Lender Note registered by the Comptroller and subsequently canceled and replaced by a definitive Governmental Lender Note pursuant to this Funding Loan Agreement.