Examples of Unregistered Note in a sentence
No Holder of an Unregistered Note shall transfer its Note, unless (i) such transfer is made in accordance with Rule 144A under the Securities Act or (ii) pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available) and the registration and qualification requirements under applicable state securities laws.
Each Unregistered Note issued hereunder will contain the following legend limiting sales to "Qualified Institutional Buyers" within the meaning of Rule 144A under the Securities Act: THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR REGULATORY AUTHORITY OF ANY STATE.
Each Unregistered Note issued hereunder will contain the following legend limiting sales to “Qualified Institutional Buyers” within the meaning of Rule 144A under the Securities Act: THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR REGULATORY AUTHORITY OF ANY STATE.
Unless otherwise provided in the related Officer's Issuance Certificate, no sale, pledge or other transfer of any Revolving Note that is an Unregistered Note (or interest therein) may be made by any Person unless the Seller shall have consented in writing to such transfer.
The Issuers also reserve the absolute right to waive any defect or irregularity in the delivery of any particular Unregistered Note, Letter of Transmittal or any other document by any Holder.
If this Letter of Transmittal or any Unregistered Note or instrument of transfer is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Issuers of such person's authority to so act must be submitted.
Under federal income tax law, each tendering owner of an Unregistered Note is required to provide the Exchange Agent with its correct taxpayer identification number ("TIN") on Substitute Form W-9 below.
Each Unregistered Note shall bear legends to the effect set forth in subsections (a) and (b) (if subsection (b) is applicable) above.
For each Outstanding Unregistered Note accepted for exchange, the holder of such Outstanding Unregistered Note will receive an Exchange Note having a principal amount equal to that of the surrendered Outstanding Unregistered Note.
Neither the Seller nor the Indenture Trustee shall be obligated hereunder to register the Unregistered Note under the Securities Act, qualify the Unregistered Note under the securities laws of any state or provide registration rights to any purchaser or holder thereof.