Rule 144A GDSs definition

Rule 144A GDSs means the Rule 144A American depositary shares issued pursuant to the Rule 144A Deposit Agreement. The term "Rule 144A GDR" shall mean the Rule 144A American depositary receipts evidencing the Rule 144A GDSs.
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Rule 144A GDSs means, with respect to any Receipt, the rights and interests in the Rule 144A Deposited Securities granted to the Holders and Beneficial Owners pursuant to the terms and conditions of this Rule 144A Deposit Agreement and the Rule 144A Global Depositary Receipts issued hereunder. Each Rule 144A Global Depositary Share shall represent two (2) Shares until there shall occur a distribution upon Rule 144A Deposited Securities referred to in Section 4.2 or a change in Rule 144A Deposited Securities referred to in Section 4.11 with respect to which additional Rule 144A Global Depositary Shares are not issued, and thereafter each Rule 144A Global Depositary Share shall represent the Shares or Rule 144A Deposited Securities specified in such Sections. Rule 144A global depositary shares outstanding under the Original Deposit Agreement as of the date hereof shall, from and after the date hereof, for all purposes be treated as Rule 144A GDSs issued and outstanding hereunder and shall, from and after the date hereof, be subject to the terms and conditions of the Rule 144A Deposit Agreement in all respects, except that any amendment of the Original Deposit Agreement effected under the terms of the Rule 144A Deposit Agreement which prejudices any substantial existing right of "Owners" or "Beneficial Owners" (each as defined in the Original Deposit Agreement) shall not become effective as to "Owners" and "Beneficial Owners" of Rule 144A global depositary shares until the expiration of thirty (30) days after notice of the amendments effected by the Rule 144A Deposit Agreement shall have been given to the "Owners" of Rule 144A global depositary shares outstanding under the Original Deposit Agreement as of the date hereof.
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Rule 144A GDSs means the rights evidenced by the Rule 144A GDRs issued hereunder and the interests in the Deposited Securities represented thereby. Each Rule 144A GDS shall initially represent one Share.
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Examples of Rule 144A GDSs in a sentence

  • See "Important Notice to Holders and Beneficial Owners of Rule 144A GDSs" and "The Exchange Offer--Effects of the Exchange Offer and Consequences of Failure to Exchange" in the exchange offer prospectus.

  • The Company hereby notifies the Depositary, and the Depositary hereby acknowledges, that the Shares represented by the Rule 144A GDSs may be Restricted Securities.

  • Tenders of Rule 144A GDSs may be withdrawn as described under "The Exchange Offer--Withdrawal Rights" in the exchange offer prospectus.

  • The Rule 144A Deposit Agreement, the Rule 144A GDSs and the Rule 144A GDRs are not affected by this amendment and restatement of the International Deposit Agreement and the terms hereof do not apply thereto.

  • We are a qualified institutional buyer (as defined in Rule 144A under the Securities Act), and at the time of issuance of the Rule 144A GDSs referred to above, we (or one or more qualified institutional buyers for whose account we are acting) will be the beneficial owner thereof.

  • Failure to notify a Holder or any defect in the notification to a Holder shall not affect the sufficiency of notification to other Holders or to the Beneficial Owners of Rule 144A GDSs held by such other Holders.

  • Accordingly, if you hold Rule 144A GDSs at the completion of the exchange offer, the trading market for the Rule 144A GDSs may be reduced substantially.

  • After the Separation Date, the Rule 144A GDSs and the Warrants may trade together or separately.

  • Dr. Merchant and Dr. Elder participated in focus group for regulators; Dr. Bartee participated in focus group for supervisors.

  • The Depositary may receive Rule 144A GDSs in lieu of Shares under (i) above and receive Shares in lieu of GDSs under (ii) above.


More Definitions of Rule 144A GDSs

Rule 144A GDSs means the securities representing the interests in the Deposited Securities and evidenced by the Receipts issued hereunder. Each Rule 144A Global Depositary Share shall represent the right to receive the number of Shares specified in Exhibit A annexed hereto, until there shall occur a distribution upon Deposited Securities covered by Section 4.03 or a change in Deposited Securities covered by Section 4.08 with respect to which additional Receipts are not executed and delivered, and thereafter Rule 144A Global Depositary Shares shall evidence the rights to receive the amount of Shares or Deposited Securities specified in such Sections.
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Related to Rule 144A GDSs

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

  • Rule 144A Notes means all Notes offered and sold to QIBs in reliance on Rule 144A.

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

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

  • Rule 144A Information shall be such information as is specified pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision thereto).

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

  • 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.

  • Rule 144A Securities means all Initial Securities offered and sold to QIBs in reliance on Rule 144A.

  • Rule 144A Global Certificates As defined in Section 5.02(c)(ii) of this Agreement.

  • Rule 144A Global Security has the meaning specified in Section 2.1(a) of Appendix A.

  • Rule 144A Certificate means (i) a certificate substantially in the form of Exhibit F hereto or (ii) a written certification addressed to the Company and the Trustee to the effect that the Person making such certification (x) is acquiring such Note (or beneficial interest) for its own account or one or more accounts with respect to which it exercises sole investment discretion and that it and each such account is a qualified institutional buyer within the meaning of Rule 144A, (y) is aware that the transfer to it or exchange, as applicable, is being made in reliance upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A, and (z) acknowledges that it has received such information regarding the Company as it has requested pursuant to Rule 144A(d)(4) or has determined not to request such information.

  • Rule 144A Certificates The Junior Subordinate Certificates.

  • Rule 144 means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

  • SEC Rule 144 means Rule 144 promulgated by the SEC under the Securities Act.

  • 144A Notes means the Class E Notes and any Note retained by the Depositor or an Affiliate thereof on the Closing Date.

  • 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;

  • Rule 904 means Rule 904 promulgated under the Securities Act.

  • 144A Global Note means a Global Note substantially 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 that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

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

  • Securities Act means the Securities Act of 1933, as amended.

  • Rule 903 means Rule 903 promulgated under the Securities Act.

  • Rule 17f-5 means Rule 17f-5 promulgated under the 1940 Act.

  • 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 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 to the Pooling and Servicing Agreement, dated as of February 1, 2003, among Structured Asset Mortgage Investments Inc., Wells Fargo Bank Minnesota, National Xxxxxiation, EMC Mortgage Corporation and JPMorgan Chase Bank, 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, 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 holding of a Privately Offered Certificate and the servicing, management and operation of the Trust and its assets: (I) will not result in any prohibited transaction which is not covered under a prohibited transaction exemption, including, but not limited to, Prohibited Transaction Exemption ("PTE") 84-14, PTE 91- 38, PTE 90-1, PTE 95-60, PTE 00-00 xxx (XX) xxxx xxx xive rise to any additional fiduciary duties on the part of the Seller, the Master Servicer or the Trustee or (iii) has attached hereto the opinion specified in Section 5.07 of the Agreement. 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):

  • SEC Rule means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934.

  • Regulation S means Regulation S promulgated under the Securities Act.

  • 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.