Non-Affiliate Legend definition

Non-Affiliate Legend means a legend substantially in the form set forth in Exhibit B-3.
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Non-Affiliate Legend means a legend substantially in the form set forth in Exhibit B-3. “Note Agent” means any Registrar, Paying Agent or Conversion Agent.
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Non-Affiliate Legend has the meaning specified in the Form of Note attached hereto as Exhibit A.
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Examples of Non-Affiliate Legend in a sentence

  • Each Note that is not an Affiliate Note will bear the Non-Affiliate Legend.

  • For the avoidance of doubt, such Non-Affiliate Legend shall be deemed to be removed when the Restricted Note Legend is removed or deemed to be removed.

  • EXHIBIT A FORM OF NOTE [Insert Global Note Legend, if applicable] [Insert Restricted Note Legend, if applicable] [Insert Non-Affiliate Legend] XERIS PHARMACEUTICALS, INC.

  • U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President EXHIBIT A FORM OF NOTE [Insert Global Note Legend, if applicable] [Insert Restricted Note Legend, if applicable] [Insert Non-Affiliate Legend] LIMELIGHT NETWORKS, INC.

  • Xxxxxxxxxx Title: Vice President EXHIBIT A FORM OF NOTE [Insert Global Note Legend, if applicable] [Insert Restricted Note Legend, if applicable] [Insert Non-Affiliate Legend] COINBASE GLOBAL, INC.

  • Each Note will bear the Non-Affiliate Legend, unless issued in the form of Physical Notes pursuant to Section 2.10(B)(i)(4).

  • Xxxxxxxxxx Title: Vice President EXHIBIT A FORM OF NOTE [Insert Global Note Legend, if applicable] [Insert Restricted Note Legend, if applicable] [Insert Non-Affiliate Legend] RIVIAN AUTOMOTIVE, INC.

  • Xxxxxxxxxx Title: Vice President EXHIBIT A FORM OF NOTE [Insert Global Note Legend, if applicable] [Insert Restricted Note Legend, if applicable] [Insert Non-Affiliate Legend] SMART Global Holdings, Inc.

  • Each Note that is not an Accredited Investor Note will bear the Non-Affiliate Legend.

  • Xxxxx Title: Assistant Vice President EXHIBIT A FORM OF NOTE [Insert Global Note Legend, if applicable] [Insert Restricted Note Legend, if applicable] [Insert Non-Affiliate Legend] K12 INC.


More Definitions of Non-Affiliate Legend

Non-Affiliate Legend means the legend identified as such in Exhibit A hereto.
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Non-Affiliate Legend means a legend substantially in the form set forth in Exhibit B-2.
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Non-Affiliate Legend has the meaning specified in Section 2.02.
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Non-Affiliate Legend means a legend substantially in the form set forth in Exhibit B-3. “Note Agent” means any authentication agent, Registrar, Paying Agent or Conversion Agent. “Notes” means the 0.750% Convertible Senior Notes due 2026 issued by the Company pursuant to this Indenture. “Observation Period” means, with respect to any Note to be converted, (A) if the Conversion Date for such Note occurs before August 1, 2025, the forty (40) consecutive VWAP Trading Days beginning on, and including, the third (3rd) VWAP Trading Day immediately after such Conversion Date; and (B), if such Conversion Date occurs on or after August 1, 2025, the forty (40) consecutive VWAP Trading Days beginning on, and including, the forty-first (41st) Scheduled Trading Day immediately before the Maturity Date. “Officer” means the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of the Company. “Officer’s Certificate” means a certificate that is signed on behalf of the Company by one (1) of its Officers and that, unless otherwise expressly provided in this Indenture, meets the requirements of Section 11.03. “Open of Business” means 9:00 a.m., New York City time. “Opinion of Counsel” means an opinion, from legal counsel (including an employee of, or counsel to, the Company or any of its Subsidiaries) reasonably acceptable to the Trustee, that, unless otherwise expressly provided in this Indenture, meets the requirements of Section 11.03, subject to customary qualifications and exclusions. “Person” or “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof. Any division or series of a limited liability company, limited partnership or trust will constitute a separate “Person” under this Indenture. “Physical Note” means a Note (other than a Global Note) that is represented by a certificate substantially in the form set forth in Exhibit A, registered in the name of the Holder of such Note and duly executed by the Company and authenticated by the Trustee. “Place of Payment” means the office or agency of the Paying Agent established pursuant to Section 2.06(A) where Notes may be presented for payment, which office or agency, for the avoidance of doubt, must...
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Non-Affiliate Legend means a legend substantially in the form set forth inExhibit B-3.
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Non-Affiliate Legend means a legend substantially in the form set forth in Exhibit B-3. “Nonpayment Default” shall have the meaning specified in Section 11.02(A)(ii).
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Related to Non-Affiliate Legend

  • Restricted Note Legend means a legend substantially in the form set forth in Exhibit B-1.

  • Regulation S Temporary Global Note Legend means the legend set forth in Section 2.06(g)(iii) hereof.

  • OID Legend means the legend set forth in Section 2.06(g)(3) hereof to be placed on all Notes issued under this Indenture that have more than a de minimis amount of original issue discount for U.S. Federal income tax purposes.

  • Global Note Legend means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.

  • DTC Legend means the legend set forth in Exhibit D.

  • Regulation S Legend means the legend set forth in Section 2.06(g)(iii) which is required to be placed on all Regulation S Global Notes issued under this Supplemental Indenture.

  • Restricted Legend means the legend set forth in Exhibit C.

  • Temporary Regulation S Legend means the legend set forth in Section 2.1(d).

  • Securities Legend THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (3) IN CERTIFICATED FORM TO AN "INSTITUTIONAL ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS COME WITHIN SUCH PARAGRAPHS PURCHASING NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE ACQUIRED 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 [in the case of the Class B-4, Class B-5 and Class B-6 Certificates:, UNLESS THE PROPOSED TRANSFER AND/OR HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT AND/OR OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, XXX 00-00 XX XXX 00-00 AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF THE SELLER, THE SECURITIES ADMINISTRATOR, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED BY AN OWNER OF A BOOK-ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE AND WILL BE EVIDENCED BY A REPRESENTATION OR AN OPINION OF COUNSEL TO SUCH EFFECT BY OR ON BEHALF OF AN INSTITUTIONAL ACCREDITED INVESTOR].

  • Global Securities Legend means the legend set forth under that caption in Exhibit A to this Indenture.

  • Restrictive Legend shall have the meaning specified in Section 2.05(c).

  • Restricted Stock Legend means, with respect to any Conversion Share, a legend substantially to the effect that the offer and sale of such Conversion Share have not been registered under the Securities Act and that such Conversion Share cannot be sold or otherwise transferred except pursuant to a transaction that is registered under the Securities Act or that is exempt from, or not subject to, the registration requirements of the Securities Act.

  • Private Placement Legend means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

  • Global Security Legend means the legend set forth in Section 2.15(c), which is required to be placed on all Global Securities issued under this Indenture.

  • Global Notes Legend means the legend set forth under that caption in the applicable Exhibit to this Indenture.

  • Restricted Securities Legend has the meaning set forth in Section 8.2(b).

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

  • De-Legending Deadline Date means, with respect to any Note, the fifteenth (15th) day after the Free Trade Date of such Note; provided, however, that if such fifteenth (15th) day is after a Regular Record Date and on or before the next Interest Payment Date, then the De-Legending Deadline Date for such Note will instead be the Business Day immediately after such Interest Payment Date.

  • Securities Act Legend means a Restricted Securities Legend or a Regulation S Legend.

  • Regulation S Permanent Global Security with respect to any series of Securities, means one or more permanent Global Securities bearing the Private Placement Legend, that will be issued in an aggregate amount of denominations equal in total to the outstanding principal amount of the Securities of such series initially sold or, if required by Rule 903 of Regulation S, of the Regulation S Temporary Global Security of such series upon expiration of the Distribution Compliance Period with respect to such series, as the case may be.

  • Regulation S Global Securities Appendix A

  • Regulation S Global Security The meaning specified in Section 3.01(c).

  • Regulation S Permanent Global Note means a permanent Global Note in the form of Exhibit A1 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 Regulation S Temporary Global Note upon expiration of the Restricted Period.

  • Regulation S Global Note means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate.

  • Regulation S Temporary Global Note means a temporary Global Note in the form of Exhibit A hereto, bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note 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 Notes initially sold in reliance on Rule 903.