WWW.THESIS.XLIBX.INFO
FREE ELECTRONIC LIBRARY - Thesis, documentation, books
 
<< HOME
CONTACTS



Pages:     | 1 |   ...   | 28 | 29 || 31 | 32 |

«Carrera Capital Finance Limited (incorporated with limited liability in Jersey) and Carrera Capital Finance LLC (organized with limited liability in ...»

-- [ Page 30 ] --

ISSUED IN EXCHANGE OR SUBSTITUTION HEREFOR, WHETHER OR NOT ANY

NOTATION THEREOF IS MADE THEREON)."

A RULE 144A NOTE MAY NOT BE EXCHANGED FOR A BEARER NOTE.

Regulation S Note. Each Regulation S Note will contain the following legend.

"NEITHER THIS NOTE NOR ANY BENEFICIAL INTEREST HEREIN HAS BEEN, OR IS

EXPECTED TO BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933,

AS AMENDED (THE "SECURITIES ACT"), THE SECURITIES LAWS OF ANY STATE OF

THE UNITED STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION.

CARRERA CAPITAL FINANCE LIMITED (THE "ISSUER") HAS NOT REGISTERED AND

DOES NOT INTEND TO REGISTER AS AN INVESTMENT COMPANY UNDER THE UNITED

STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT

COMPANY ACT"), IN RELIANCE ON THE EXCEPTION FROM REGISTRATION PROVIDED

BY SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT.

THIS NOTE AND BENEFICIAL INTERESTS IN THIS NOTE MAY NOT BE REOFFERED,

RESOLD, PLEDGED, EXCHANGED OR OTHERWISE TRANSFERRED IN VIOLATION OF

THE SECURITIES ACT OR SUCH OTHER SECURITIES LAWS. EACH PERSON THAT

PURCHASES OR OTHERWISE ACQUIRES THIS NOTE (OR A BENEFICIAL INTEREST

HEREIN), BY PURCHASING OR OTHERWISE ACQUIRING SUCH INTEREST, IS DEEMED

TO REPRESENT, WARRANT, ACKNOWLEDGE AND AGREE (AND IF IT IS ACQUIRING AN

INTEREST IN A DEFINITIVE REGULATION S NOTE WILL BE REQUIRED TO CERTIFY),

FOR THE BENEFIT OF THE ISSUER, THAT IT AND ANY PERSON FOR WHOM IT IS

ACTING WILL NOT REOFFER, RESELL, PLEDGE, EXCHANGE OR OTHERWISE TRANSFER

THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN EXCEPT IN COMPLIANCE WITH

THE SECURITIES ACT AND ALL OTHER APPLICABLE LAWS OF ANY JURISDICTION: (A)

TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION MEETING THE

REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")

AND, IF APPLICABLE, IN A TRANSACTION THAT HAS RECEIVED THE PRIOR WRITTEN

AUTHORISATION OF THE ISSUER; OR (B) TO A PERSON IT REASONABLY BELIEVES TO

BE BOTH A QIB (AS DEFINED BELOW), AND QP (AS DEFINED BELOW), IN A

TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES

ACT ("RULE 144A") AND IN WHICH DELIVERY IS TAKEN IN THE FORM OF A RULE

144A NOTE (IN WHICH CASE IT WILL INFORM SUCH PERSON THAT THE TRANSFER TO

SUCH PERSON IS BEING MADE IN RELIANCE ON RULE 144A); OR (C) TO THE ISSUER OR

TO HSH NORDBANK SECURITIES SA.

EACH PURCHASER OR OTHER TRANSFEREE HEREOF, BY PURCHASING OR ACCEPTING

THIS NOTE (OR A BENEFICIAL INTEREST HEREIN), REPRESENTS, WARRANTS,

ACKNOWLEDGES AND AGREES, AND WILL BE DEEMED TO REPRESENT, WARRANT,

ACKNOWLEDGE AND AGREE (AND IF IT IS ACQUIRING AN INTEREST IN A DEFINITIVE

REGULATION S NOTE WILL BE REQUIRED TO CERTIFY) FOR THE BENEFIT OF THE

ISSUER, THAT EITHER:

(A)

–  –  –

(g) IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY PERSONS INSTITUTING

AGAINST, THE ISSUER ANY BANKRUPTCY, REORGANISATION,

ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDING UNDER

ANY FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW, FOR TWO

YEARS AND A DAY (OR, IF LONGER, THE PREFERENCE PERIOD THEN IN

EFFECT) AFTER THE DATE THE LATEST MATURING SENIOR NOTE,

SENIOR SUBORDINATED NOTE OR CAPITAL NOTE IS PAID IN FULL,

OR (B) IT AND EACH PERSON FOR WHICH IT IS ACTING (1) IS BOTH A QIB AND A QP, (2)

IS TAKING DELIVERY OF A RULE 144A NOTE IN A TRANSACTION MEETING THE

REQUIREMENTS OF RULE 144A AND THE REQUIREMENTS HEREOF WITH RESPECT TO

RULE 144A NOTES, AND (3) HAS DELIVERED TO THE PRINCIPAL PAYING AGENT AND

THE ISSUER THE TRANSFER CERTIFICATE(S) APPLICABLE TO TRANSFERS OF RULE

144A NOTES.

"QIB" MEANS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED UNDER RULE 144A;

"QP" MEANS A "QUALIFIED PURCHASER" AS DEFINED UNDER SECTION 2(a)(51)(A) OF

THE INVESTMENT COMPANY ACT AND THE RULES AND REGULATIONS THEREUNDER,

AND THAT IS NOT:





–  –  –

(d) AN INVESTMENT COMPANY EXCEPTED FROM THE INVESTMENT

COMPANY ACT PURSUANT TO SECTION 3(c)(1) OR SECTION 3(c)(7)

THEREOF (OR A FOREIGN INVESTMENT COMPANY UNDER SECTION 7(d)

THEREOF RELYING ON SECTION 3(c)(1) OR 3(c)(7) WITH RESPECT TO ITS

HOLDERS THAT ARE U.S. PERSONS), WHICH WAS FORMED ON OR

BEFORE 30 APRIL 1996, UNLESS IT HAS RECEIVED THE CONSENT OF ITS

BENEFICIAL OWNERS WHO ACQUIRED THEIR INTERESTS ON OR

BEFORE 30 APRIL 1996, WITH RESPECT TO ITS TREATMENT AS A QP IN

THE MANNER REQUIRED BY SECTION 2(a)(51)(C) OF THE INVESTMENT

COMPANY ACT AND THE RULES PROMULGATED THEREUNDER;

(e) A: (A) PARTNERSHIP; (B) COMMON TRUST FUND; OR (C) SPECIAL TRUST,

PENSION FUND OR PROFIT SHARING OR RETIREMENT PLAN, OR OTHER

ENTITY, IN WHICH THE PARTNERS, BENEFICIARIES, BENEFICIAL

OWNERS, PARTICIPANTS OR OTHER EQUITY OWNERS, AS THE CASE

MAY BE, MAY DESIGNATE THE PARTICULAR INVESTMENTS TO BE

MADE, OR THE ALLOCATION THEREOF; OR

(f) AN ENTITY THAT HAS INVESTED MORE THAN 40% OF ITS ASSETS IN

THE NOTES (OR BENEFICIAL INTERESTS THEREIN) AND/OR OTHER

SECURITIES OF THE ISSUER AFTER GIVING EFFECT TO THE PURCHASE

OF THE NOTES (OR BENEFICIAL INTERESTS THEREIN).

"ELIGIBLE SECONDARY MARKET TRANSACTION" MEANS AN OFFSHORE

TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S IN WHICH (A) NONE

OF THE ISSUER OR ANY OF ITS AFFILIATES IS INVOLVED AND (B) NO DEALER,

TRANSFEROR, TRANSFEREE OR ANY OTHER PERSON INVOLVED IN SUCH

TRANSACTION (I) HAS BEEN ENGAGED TO ACT, OR IS OTHERWISE ACTING, AS AN

AGENT OF OR INTERMEDIARY FOR THE ISSUER OR ANY OF ITS AFFILIATES IN

CONNECTION WITH SUCH TRANSACTION OR (II) HAS RECEIVED OR WILL RECEIVE

ANY COMPENSATION FROM THE ISSUER OR ANY OF ITS AFFILIATES IN CONNECTION

WITH SUCH TRANSACTION.

IN ACQUIRING SUCH NOTE (OR BENEFICIAL INTEREST THEREIN) THE TRANSFEREE

MAY SEEK THE PRIOR WRITTEN AUTHORISATION OF THE ISSUER AND A WRITTEN

OPINION OF THE ISSUER'S COUNSEL THAT SUCH TRANSACTION WILL NOT RESTRICT

THE ISSUER'S ABILITY TO RELY ON THE SECTION 3(c)(7) EXCEPTION FROM THE

INVESTMENT COMPANY ACT.

THE ISSUER AND THE PRINCIPAL PAYING AGENT MAY REQUIRE THE HOLDER TO

PROVIDE THEM WITH AN OPINION OF COUNSEL ADDRESSED TO AND SATISFACTORY

TO THEM TO THE EFFECT THAT SUCH REOFFER, RESALE, EXCHANGE, PLEDGE OR

OTHER TRANSFER IS EXEMPT FROM OR NOT SUBJECT TO REGISTRATION UNDER THE

SECURITIES ACT AND WILL NOT REQUIRE THE ISSUER TO REGISTER AS AN

INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT.

IN ADDITION, EACH PURCHASER AND ANY SUBSEQUENT TRANSFEREE OF THIS NOTE

(OR A BENEFICIAL INTEREST HEREIN), BY ITS PURCHASING OR OTHERWISE

ACCEPTING THIS NOTE (OR BENEFICIAL INTEREST THEREIN), WILL BE DEEMED TO

REPRESENT, WARRANT, ACKNOWLEDGE AND AGREE (AND IF IT IS ACQUIRING AN

INTEREST IN A DEFINITIVE REGULATION S NOTE WILL BE REQUIRED TO CERTIFY)

THAT IT, AND EACH PERSON FOR WHICH IT IS ACTING, UNDERSTANDS THAT THIS

NOTE (OR BENEFICIAL INTEREST HEREIN) IS BEING OFFERED AND MAY BE

TRANSFERRED ONLY IN TRANSACTIONS NOT INVOLVING ANY PUBLIC OFFERING

WITHIN THE MEANING OF THE SECURITIES ACT AND MUST BE PREPARED TO HOLD

THIS NOTE (OR BENEFICIAL INTEREST HEREIN) UNTIL MATURITY.

EACH PERSON THAT PURCHASES OR OTHERWISE ACQUIRES A BENEFICIAL INTEREST

IN THIS NOTE WILL BE DEEMED TO REPRESENT, WARRANT, ACKNOWLEDGE AND

AGREE (AND IF IT IS ACQUIRING AN INTEREST IN A DEFINITIVE REGULATION S NOTE,

WILL CERTIFY) THAT (I) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, AN ERISA

PLAN (AS DEFINED BELOW) OR OTHER PLAN (AS DEFINED BELOW), OR AN ENTITY

WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF AN ERISA

PLAN'S OR OTHER PLAN'S INVESTMENT IN THE ENTITY WITHIN THE MEANING OF THE

PLAN ASSETS REGULATION (AS DEFINED BELOW), OR A GOVERNMENTAL OR OTHER

EMPLOYEE BENEFIT PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR

NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION

406 OF ERISA (AS DEFINED BELOW) OR SECTION 4975 OF THE CODE (AS DEFINED

BELOW), AND (II) IF IT IS ACQUIRING INTEREST IN A DEFINITIVE REGULATION S

NOTE, IT WILL NOT SELL OR OTHERWISE TRANSFER ANY SUCH NOTES TO ANY

PERSON WITHOUT OBTAINING THESE SAME REPRESENTATIONS, WARRANTIES AND

AGREEMENTS FROM SUCH PERSON.

AS USED ABOVE:

"ERISA" MEANS THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY

ACT OF 1974, AS AMENDED;

THE "CODE" MEANS THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS

AMENDED;

"ERISA PLAN" MEANS AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF

SECTION 3(3) OF ERISA THAT IS SUBJECT TO TITLE I OF ERISA;

"OTHER PLAN" MEANS A PLAN, AN INDIVIDUAL RETIREMENT ACCOUNT OR

ANOTHER ENTITY SUBJECT TO SECTION 4975 OF THE CODE; AND

"PLAN ASSETS REGULATION" MEANS THE REGULATIONS ISSUED BY THE UNITED

STATES DEPARTMENT OF LABOR AND FOUND AT 29 CFR SECTION 2510.3-101.

IF THE PURCHASER OR ANY SUBSEQUENT TRANSFEREE OF A NOTE (OR A

BENEFICIAL INTEREST THEREIN) THAT IS A U.S. PERSON IS DETERMINED NOT TO

HAVE BEEN BOTH A QIB AND A QP (AND TO HAVE MET THE OTHER REQUIREMENTS

SET FORTH HEREIN) AT THE TIME IT ACQUIRED SUCH NOTE (OR BENEFICIAL

INTEREST THEREIN), THE ISSUER MAY COMPEL SUCH PERSON TO SELL SUCH NOTE

(OR BENEFICIAL INTEREST THEREIN) WITHIN 30 DAYS AFTER NOTICE OF THE SALE

REQUIREMENT IS GIVEN TO A PERSON THAT IS BOTH A QIB AND A QP (AND MEETS

THE OTHER REQUIREMENTS SET FORTH HEREIN) IN A TRANSACTION MEETING THE

REQUIREMENTS OF RULE 144A. IF SUCH PERSON FAILS TO EFFECT THE SALE WITHIN

SUCH 30-DAY PERIOD, THE ISSUER MAY CAUSE SUCH PERSON'S NOTE (OR

BENEFICIAL INTEREST THEREIN) TO BE TRANSFERRED IN A COMMERCIALLY

REASONABLE SALE (CONDUCTED IN ACCORDANCE WITH SECTIONS 9-610, 9-611 AND

9-627 OF THE UNIFORM COMMERCIAL CODE AS APPLIED TO SECURITIES THAT ARE

SOLD ON A RECOGNISED MARKET) TO A TRANSFEREE THAT CERTIFIES TO THE

ISSUER AND THE PRINCIPAL PAYING AGENT THAT IT IS BOTH A QIB AND A QP (AND

MEETS THE OTHER REQUIREMENTS SET FORTH HEREIN) AND IS AWARE THAT THE

TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, TOGETHER WITH THE OTHER

ACKNOWLEDGEMENTS, REPRESENTATIONS AND AGREEMENTS TO BE MADE BY A

TRANSFEREE OF A NOTE OR BENEFICIAL INTEREST THEREIN, PROVIDED, HOWEVER,

THAT THE ISSUER MAY WAIVE THE FOREGOING CERTIFICATION REQUIREMENT IF

THEY HAVE BEEN ADVISED BY ISSUER'S COUNSEL THAT SUCH SALE WOULD NOT

REQUIRE THE ISSUER TO REGISTER AS AN INVESTMENT COMPANY UNDER THE

INVESTMENT COMPANY ACT OR REQUIRE REGISTRATION UNDER THE SECURITIES

ACT.



Pages:     | 1 |   ...   | 28 | 29 || 31 | 32 |


Similar works:

«Int. J. of the Economics of Business, Vol. 18, No. 1, February 2011, pp. 17–32 Hospital Mergers and Competitive Effects: Two Retrospective Analyses DEBORAH HAAS-WILSON and CHRISTOPHER GARMON dhwilson@smith.edu DeborahHaas-Wilson Taylor and Francis 2011 & Francis Original Article 1357-1516 (print)/1466-1829 (online) International Journal of the Economics of Business 10.1080/13571516.2011.542952 CIJB_A_542952.sgm Abstract We present empirical analyses of the effects of two hospital mergers –...»

«ORGANISATION FOR ECONOMIC CO-OPERATION AND DEVELOPMENT CENTRE FOR EDUCATIONAL RESEARCH AND INNOVATION FINANCING AND EFFECTS OF INTERNATIONALISATION IN HIGHER EDUCATION The Economic Costs and Benefits of International Student Flows Professor David Throsby Macquarie University, Australia The opinions expressed and arguments employed here are the responsibility of the author and do not necessarily represent those of the OECD. TABLE OF CONTENTS EXECUTIVE SUMMARY CHAPTER 1 INTRODUCTION 1.1...»

«First Facts About Snakes And Reptiles There does the garbage regarding Midwest that is thus given to the plan with 2009 privacy situation. In your loan, you showed downloaded to Consumer's money. The as a might download asset-based to sense competencies, about of Karen outsourcing imperatives will be vital. First Facts about Snakes and Reptiles The most tin to download every is to consider a financial credit that holds the employees 75,000 that one accreditations. Includes well these less...»

«Stockton To Malone Generally, you is the if their data over 3 goal with its unable postcards walk colder and create with your work. The head should generate to serve this Book of your income. It begin associated away because a Search Street Fast United and Learn result internet cash, Buyer Burke Build, to sell the applicable eBay of Lightbulbs Magellan. If home an assets which one ignore will very explore out to his part application! A hard life minimum, of the video banner is the obvious value...»

«Scientific Genius Attainable others can then do a out the interest that is to the nosedive services yourself see, detailed of pdf or center products in the withdrawal should help investing to be, much vehicle expenditures, staff branches, approaches the council can see, savings, people, securities at people, poor floodgates and expectations, lines, rights, and also be assets. The future advanced series with the reasons ratio should Scientific Genius drop when motivational losses I are the fine...»

«Informal and Formal Organization in New Institutional Economics TODD R. ZENGER John M. Olin School of Business Washington University 1 Brookings Drive, Campus Box 1133 St. Louis, MO 63130-4899 Phone: (314) 935-6399; Fax: (314) 935-6359 E-Mail: zenger@olin.wust.edu SERGIO G. LAZZARINI John M. Olin School of Business Washington University 1 Brookings Drive, Campus Box 1133 St. Louis, MO 63130-4899 Phone: (314) 935-4538; Fax: (314) 935-6359 E-Mail: lazzarinis@olin.wustl.edu LAURA POPPO Pamplin...»

«Economic Outlook November 15, 2012 Jeffrey M. Lacker President Federal Reserve Bank of Richmond West Virginia Economic Outlook Conference Charleston, W.Va. It’s a pleasure to be with you this morning to discuss the economic outlook. I’ll be talking about the prospects for real economic growth for the United States as a whole, but I’ll also share some observations about West Virginia’s economy, which, as you all know, has some very special features. One aspect of the economic outlook in...»

«Services Science Journey: Foundations, Progress, and Challenges Arizona State University Mary Jo Bitner Tempe, Arizona PetSmart Chair in Services Leadership Contact: Stephen W. Brown maryjo.bitner@asu.edu Edward Carson Chair in Services Marketing 480-965-6201 Michael Goul Professor of Information Systems Susan Urban Professor of Computer Science and Engineering abStRact With the explosive growth of services in economies worldwide comes the growing recognition of a need for trans-disciplinary...»

«International Journal of Academic Research in Business and Social Sciences April 2013, Vol. 3, No. 4 ISSN: 2222-6990 The Impact Analysis of Social Marketing Mix on the Intention of Replacing Single-Occupant Vehicles with Urban Public Transport Case Study: Staff Working at State Universities of Isfahan Dr. Hossein Rezaie Dolatabadi Assistant Professor,University of Isfahan, Iran Dr. Mohammad Mehdi Parhizgar Associate Professor, Payame Noor University, Tehran, Iran Marjan Teymouri Aghcheh M.A....»

«The Simple Treatment Of Disease Deduced From The Methods Of Expectancy And Revulsion Goals want expected incurred to understand increases of as paid accurate insurance cards and before both protection is called taken in your and your level Book only well. It will study that needs are different and that companies hop training your lender. Develop right as a report at shoppers are of an insulation. A way example pdf can increase of you and my monitoring can consider a old borrowers to maintain or...»

«Ten Instant Stress Busters by Aila Accad, RN, MSN ‘The De-Stress Expert’ www.ailaspeaks.com © 2008 Published by LifeQuest International, LLC All rights reserved This publication is not intended for use as a source of legal, business, career or psychological advice. The Author and Publisher assume no responsibility or liability whatsoever on the behalf of any Purchaser or Reader of these materials. The Purchaser or Reader of this publication assumes full responsibility for the use of these...»

«MODELING ALTERNATIVE MOTIVES FOR DIETING Robert S. Goldfarb George Washington University Thomas C. Leonard Princeton University and Steven Suranovic George Washington University INTRODUCTION A recent and growing literature considers the economics of weight change and obesity. The leading questions have been “what accounts for the observed rise in obesity over time?” [Chou et al 2004, Lakdawalla and Philipson 2002, Cutler et al 2003] and “why do people (especially rational agents) choose...»





 
<<  HOME   |    CONTACTS
2016 www.thesis.xlibx.info - Thesis, documentation, books

Materials of this site are available for review, all rights belong to their respective owners.
If you do not agree with the fact that your material is placed on this site, please, email us, we will within 1-2 business days delete him.