Accredited Investor Rights Offering Procedures definition

Accredited Investor Rights Offering Procedures means the procedures with respect to the Accredited Investor Rights Offering authorized pursuant to the Solicitation Procedures Order.
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Accredited Investor Rights Offering Procedures means those certain rights offering procedures with respect to the Accredited Investor Rights Offering, which are attached to the Disclosure Statement.
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Accredited Investor Rights Offering Procedures means the procedures with respect to the Accredited Investor Rights Offering that are approved by the Bankruptcy Court pursuant to the Plan Solicitation Order, which procedures shall be in form and substance substantially as set forth on Exhibit A-2 hereto, as may be modified in a manner that is reasonably acceptable to the Requisite Commitment Parties and the Company.
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Examples of Accredited Investor Rights Offering Procedures in a sentence

  • Rig hts Offering Procedures” means the 1145 Rights Offering Procedures and the Accredited Investor Rights Offering Procedures.

  • In the event the Accredited Investor Rights Offering is terminated, any payments received pursuant to these Accredited Investor Rights Offering Procedures will be returned, without interest, to the applicable Accredited Investor Eligible Holder as soon as reasonably practicable, but in any event, withinsix (6) Business Days after the date of termination.

  • Such execution shall indicate your acceptance and approval of the terms and conditions set forth in these Accredited Investor Rights Offering Procedures and your agreement with the representations and acknowledgements by you contained therein.

  • The settlement of the Accredited Investor Rights Offering is conditioned on confirmation of the Plan by the Bankruptcy Court, compliance by the Debtors with these Accredited Investor Rights Offering Procedures, and the simultaneous occurrence of the Effective Date.

  • Once an Accredited Investor Eligible Holder has properly exercised its Accredited Investor Rights, subject to the terms and conditions contained in these Accredited Investor Rights Offering Procedures and the Backstop Agreement in the case of any Backstop Party, such exercise will be irrevocable.

  • The cash paid to the Rights Offering Subscription Agent in accordance with these Accredited Investor Rights Offering Procedures will be deposited and held by the Rights Offering Subscription Agent in a segregated account until released to the Debtors in connection with the settlement of the Accredited Investor Rights Offering on the Effective Date.

  • Accredited Investor Rig hts Offering” means the offering of Accredited Investor Subscription Rights in accordance with the Accredited Investor Rights Offering Procedures.


More Definitions of Accredited Investor Rights Offering Procedures

Accredited Investor Rights Offering Procedures means the procedures with respect to the Accredited Investor Rights Offering that are approved by the Bankruptcy Court pursuant to the Plan Solicitation Order, which procedures shall be in form and substance substantially as set forth on Exhibit A-2 hereto, as may be modified in a manner that is reasonably acceptable to the Requisite Commitment Parties and the Company. “Accredited Investor Rights Offering Units” means the Common Units distributed pursuant to and in accordance with the Accredited Investor Rights Offering Procedures in the Accredited Investor Rights Offering (including any such Common Units that are Unsubscribed Units purchased by the Commitment Parties pursuant to this Agreement). “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, Controls or is Controlled by or is under common Control with such Person, and shall include the meaning of “affiliate” set forth in section 101(2) of the Bankruptcy Code. “Affiliated” has a correlative meaning. “Affiliated Fund” means any investment fund the primary investment advisor to which is a Commitment Party or an Affiliate thereof. “Aggregate Common Units” means the total number of Common Units outstanding as of the Effective Date after giving effect to the Plan (but excluding all Common Units issued or issuable under the EIP). “Agreement” has the meaning set forth in the Preamble. “Alternative Transaction” means any dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors, merger, transaction, consolidation, business combination, joint venture, partnership, sale of assets, financing (debt or equity), or restructuring of any of the Debtors, other than the Restructuring Transactions. “Antitrust Authorities” means the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice, the attorneys general of the several states of the United States and any other Governmental Entity, whether domestic or foreign, having jurisdiction pursuant to the Antitrust Laws, and “Antitrust Authority” means any of them. “Antitrust Laws” means the Xxxxxxx Act, the Xxxxxxx Act, the HSR Act, the Federal Trade Commission Act, and any other Law, whether domestic or foreign, governing agreements in restraint of trade, monopolization, pre-merger notification, the lessening of competition through merger or acquisition or anti-competitive conduct, and any foreign investment Laws. “Applicable Consent” has the meani...
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Related to Accredited Investor Rights Offering Procedures

  • Institutional Accredited Investors Institutions that are “accredited investors” within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Act or any entity all of the equity owners of which are such institutions.

  • Institutional Accredited Investor Certificate means a certificate substantially in the form of Exhibit G hereto.

  • U.S. Accredited Investor means an “accredited investor” within the meaning of Rule 501(a) of Regulation D;

  • Institutional Accredited Investor means an institution that is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

  • Accredited Investor Questionnaire means the Accredited Investor Questionnaire set forth as Exhibit C-1 hereto.

  • Accredited Investors should complete this Section

  • Accredited Investor has the meaning set forth in Regulation D promulgated under the Securities Act.

  • Designated Investor means an Investor (a) that has been approved in writing as a Designated Investor by Administrative Agent and the Required Lenders, in their sole discretion, and (b) in respect of which there has been delivered to Administrative Agent:

  • Accredited means approved by the:

  • Rule 144A Letter As defined in Section 5.02(b).

  • Qualified Institutional Investor (tekikaku kikan xxxxxxx) has the meaning assigned thereto in Article 2, Paragraph 3, item 1 of the Financial Instruments and Exchange Law (kinyu shohin torihiki ho) of Japan (Law No. 25 of 1948), Article 10, Paragraph 1 of the regulations relating to the definitions contained in such Article 2.

  • Qualified Institutional Buyers as defined in Rule 144A. It is aware that the sale of the Privately Offered Certificates is being made in reliance on its continued compliance with Rule 144A. It is aware that the transferor may rely on the exemption from the provisions of Section 5 of the Act provided by Rule 144A. The undersigned understands that the Privately Offered Certificates may be resold, pledged or transferred only to (i) a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance in Rule 144A, or (ii) an institutional "accredited investor," as such term is defined under Rule 501(a) of the Act, in a transaction that otherwise does not constitute a public offering. The undersigned agrees that if at some future time it wishes to dispose of or exchange any of the Privately Offered Certificates, it will not transfer or exchange any of the Privately Offered Certificates to a Qualified Institutional Buyer without first obtaining a Rule 144A and Related Matters Certificate in the form hereof from the transferee and delivering such certificate to the addressees hereof. Prior to making any transfer of Privately Offered Certificates, if the proposed transferee is an institutional "accredited investor," the transferor shall obtain from the transferee and deliver to the addressees hereof an Investment Letter in the form attached as Exhibit F-1 to the Pooling and Servicing Agreement, dated as of December 1, 2004, among Structured Asset Mortgage Investments II Inc., EMC Mortgage Corporation, Xxxxx Fargo Bank, National Association and JPMorgan Chase Bank, N.A., as Trustee, pursuant to Certificates were issued. The undersigned certifies that it either: (i) is not acquiring the Privately Offered Certificate 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, or (ii) is providing a representation or an opinion of counsel to the effect that the proposed transfer and/or holding of a Privately Offered Certificate and the servicing, management and/or operation of the Trust and its assets: (I) will not result in any prohibited transaction unless it is covered under an individual or class prohibited transaction exemption, including, but not limited to, Class Prohibited Transaction Exemption ("PTCE") 84-14, XXXX 00-00, XXXX 00-0, XXXX 95-60, PTCE 96-23 or Section 401(c) of ERISA and the regulations to be promulgated thereunder; (II) will not constitute or result in the assets of the Trust being deemed to be "plan assets" subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code; and (III) will not give rise to any additional fiduciary duties on the part of the Depositor, the Master Servicer, the Certificate Registrar, the Securities Administrator, any Servicer or the Trustee. If the Purchaser proposes that its Certificates be registered in the name of a nominee on its behalf, the Purchaser has identified such nominee below, and has caused such nominee to complete the Nominee Acknowledgment at the end of this letter. Name of Nominee (if any):

  • Qualified Institutional Buyer means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

  • Legended Regulation S Global Note means a global Note in the form of Exhibit A, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount at maturity of the Notes initially sold in reliance on Rule 903 of Regulation S.

  • Prohibited Investor means a person or entity whose name appears on (i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to the Fund in connection therewith;

  • Accredited institution means an institution of higher education accredited by a regional accrediting agency recognized by the United States Department of Education.

  • Rule 144A Global Note has the meaning assigned to it in Section 2.1(d).

  • Regulation S Investor With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate pursuant to Regulation S.

  • Final Notice of Purchase means, in connection with an Optional Tender or a Mandatory Tender, a Notice of Purchase delivered by the Tender and Paying Agent to the Liquidity Provider (or directly to the Liquidity Provider by Beneficial Owners or their Agent Members, in the case of an Optional Tender, or Holders, in the case of a Mandatory Tender, if there is no Tender and Paying Agent or for any reason the Tender and Paying Agent does not perform its obligations) on the Purchase Date indicating the number of VRDP Shares to be purchased on such date pursuant to the Purchase Obligation, or, in connection with a Mandatory Purchase, the Mandatory Purchase Notice delivered by the Fund or the Tender and Paying Agent on behalf of the Fund.

  • Investor Rights Agreement has the meaning set forth in the Recitals.

  • Rule 144A Global Notes has the meaning set forth in Section 2.16.

  • Rule 144A Global Covered Bond means a Registered Global Covered Bond representing Covered Bonds sold in the United States to QIBs in reliance on Rule 144A;

  • accredited laboratory means an analytical facility accredited by the Standards Council of Canada (SCC), or accredited by another accrediting agency recognized by Manitoba Conservation and Climate to be equivalent to the SCC, or be able to demonstrate, upon request, that it has the quality assurance/quality control (QA/QC) procedures in place equivalent to accreditation based on the international standard ISO/IEC 17025, or otherwise approved by the Director;

  • Rule 144A Global Certificate With respect to any Class of Book-Entry Certificates, a single global Certificate, or multiple global Certificates collectively, registered in the name of the Depository or its nominee, in definitive, fully registered form without interest coupons, each of which Certificates bears a Qualified Institutional Buyer CUSIP number and does not bear a Regulation S Legend.

  • Permanent Regulation S Global Note means a permanent Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Temporary Regulation S Global Note upon expiration of the Restricted Period.

  • Rule 144A means Rule 144A promulgated under the Securities Act.