Common use of Qualified Purchasers Clause in Contracts

Qualified Purchasers. Each 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 such 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, each 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 2 contracts

Samples: Placement Agreement (Pxre Group LTD), Placement Agreement (Pxre Group LTD)

AutoNDA by SimpleDocs

Qualified Purchasers. Each The Placement Agent has not offered or sold sold, and will not arrange for the offer or sale of of, the Capital Preferred Securities except (i) to those the Placement Agent reasonably believes are “accredited investors” (within the meaning of Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those such Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), S or (iii) in any other manner that does not require registration of the Capital Preferred Securities under the Securities Act. In connection with each such sale, each 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 Preferred Securities will not be made except in compliance with applicable securities laws.

Appears in 2 contracts

Samples: Placement Agreement (Iberiabank Corp), Placement Agreement (Arrow Financial Corp)

Qualified Purchasers. Each 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 such 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, each 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 (Florida Banks Inc), Placement Agreement (Florida Banks Inc)

Qualified Purchasers. Each 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 (iia) to those such the Placement Agent reasonably believes are "“qualified purchasers” within the meaning of Section 2(a)(51) of the Investment Company Act and (b)(i) to those the Placement Agent reasonably believes are institutional “accredited investors" (as defined in Rule 501 501(a)(1), (2), (3) or (7) of Regulation D), or ) and (iiiii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, each the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser respective purchaser is aware that (ay) such sale is being made in reliance on an exemption under the Securities Act, Act and (bz) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.

Appears in 2 contracts

Samples: Placement Agreement (Capstead Mortgage Corp), Placement Agreement (Capstead Mortgage Corp)

Qualified Purchasers. Each The Placement Agent has not offered or sold sold, and will not arrange for the offer or sale of of, the Capital Preferred Securities except (i) to those the Placement Agent reasonably believes are "accredited investors" (within the meaning of Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those such Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), S or (iii) in any other manner that does not require registration of the Capital Preferred Securities under the Securities Act. In connection with each such sale, each 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 Preferred Securities will not be made except in compliance with applicable securities laws.

Appears in 2 contracts

Samples: Placement Agreement (Mercantile Bank Corp), Placement Agreement (Capital City Bank Group Inc)

Qualified Purchasers. Each The Placement Agent has not offered or sold and will not arrange for the offer or sale of the Capital Securities except (i) 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 (ii) to those such 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, each the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser purchasers 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 (Ameris Bancorp)

Qualified Purchasers. Each The Placement Agent has not offered or sold and will not arrange for the offer or sale of the Capital Securities except (i) 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 (ii) to those such 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, each 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 (Taylor Capital Group Inc)

Qualified Purchasers. Each The Placement Agent has not offered or sold sold, and will not arrange for the offer or sale of of, the Capital Preferred Securities except (i) to those the Placement Agent reasonably believes are institutional "accredited investors" (within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 of Regulation D) or (ii) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those such 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. S. In connection with each such sale, each 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 Preferred Securities will may not be made except in compliance with applicable securities laws.

Appears in 1 contract

Samples: Placement Agreement (Community Shores Bank Corp)

Qualified Purchasers. Each 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 such 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, each the Placement Agent has taken or will take reasonable steps to ensure that (a) 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.. Center Bancorp, Inc./Placement Agreement/Floating Rate

Appears in 1 contract

Samples: Placement Agreement (Center Bancorp Inc)

Qualified Purchasers. Each 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 such 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, each the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser purchasers 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 (First Banks, Inc)

AutoNDA by SimpleDocs

Qualified Purchasers. Each 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 such 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, each the Placement Agent has taken or will take reasonable steps to ensure that (a) 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 (First Financial Bancorp /Ca/)

Qualified Purchasers. Each 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 such 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, each 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 (City Savings Financial Corp)

Qualified Purchasers. Each 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 such 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, each 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 (First Banks, Inc)

Qualified Purchasers. Each 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 such 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, each the Placement Agent has taken or will take reasonable steps to ensure that (a) 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 lawsare subject to certain restrictions.

Appears in 1 contract

Samples: Placement Agreement (Florida Banks Inc)

Qualified Purchasers. Each 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 such 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, each the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser purchasers 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 (First Banks Inc)

Qualified Purchasers. Each 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 such 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 in connection with each such sale, each 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 (United Bancshares Inc/Oh)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!