Common use of Qualified Purchasers Clause in Contracts

Qualified Purchasers. The Placement Agent has not offered or sold and will not arrange for the offer or sale of the Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, and (b) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.

Appears in 8 contracts

Samples: Placement Agreement (American Physicians Capital Inc), Placement Agreement (Penn America Group Inc), Placement Agreement (Fpic Insurance Group Inc)

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Qualified Purchasers. The Placement Agent has not offered or sold and will not arrange for the offer or sale of the Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, Act and (b) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.

Appears in 7 contracts

Samples: Placement Agreement (Coast Bancorp/Ca), Placement Agreement (Merchants Bancshares Inc), Placement Agreement (Americanwest Bancorporation)

Qualified Purchasers. The Placement Agent has not offered or sold and will not arrange for the offer or sale of the Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "β€œaccredited investors" ” (as defined in Rule 501 of Regulation D), or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, Act and (b) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.

Appears in 3 contracts

Samples: Placement Agreement (Sterling Financial Corp /Pa/), Placement Agreement (Hudson United Bancorp), Placement Agreement (Community Financial Shares Inc)

Qualified Purchasers. The Placement Agent has not offered or sold -------------------- and will not arrange for the offer or sale of the Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, Act and (b) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.

Appears in 2 contracts

Samples: Placement Agreement (Community Capital Bancshares Inc), Placement Agreement (Parke Bancorp, Inc.)

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Qualified Purchasers. The Placement Agent has not offered or sold and will not arrange for the offer or sale of the Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S, or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is Purchasers are aware that (a) such sale is being made in reliance on an exemption under the Securities Act, Act and (b) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.

Appears in 1 contract

Samples: Placement Agreement (Citizens Banking Corp)

Qualified Purchasers. The Placement Agent has not offered or sold and --------------------- will not arrange for the offer or sale of the Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, Act and (b) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.

Appears in 1 contract

Samples: Placement Agreement (Community Capital Bancshares Inc)

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