Common use of Regulation S Security Clause in Contracts

Regulation S Security. Such Initial Purchaser agrees that the Series A Notes offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903(b)(3) of the Act and only upon certification of beneficial ownership of such Series A Notes by non-U.S. persons or U.S. persons who purchased such Series A Notes in transactions that were exempt from the registration requirements of the Act.

Appears in 2 contracts

Samples: Purchase Agreement (TWC Holding Corp.), Purchase Agreement (Wornick CO Right Away Division, L.P.)

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Regulation S Security. Such The Initial Purchaser agrees that the Series A Notes offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903(b)(3) of the Securities Act and only upon certification of beneficial ownership of such Series A Notes by non-U.S. persons or U.S. persons who purchased such Series A Notes in transactions that were exempt from the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Purchase Agreement (Dingley Press, Inc.)

Regulation S Security. Such The Initial Purchaser agrees that the Series A Notes offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903(b)(3) of the Act and only upon certification of beneficial ownership of such Series A Notes by non-U.S. persons or U.S. persons who purchased such Series A Notes in transactions that were exempt from the registration requirements of the Act.

Appears in 1 contract

Samples: Purchase Agreement (TWC Holding Corp.)

Regulation S Security. Such Initial Purchaser agrees that the The Series A Notes offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903(b)(3) of the Act and only upon certification of beneficial ownership of such Series A Notes by non-U.S. persons or U.S. persons who purchased such Series A Notes in transactions that were exempt from the registration requirements of the Act.

Appears in 1 contract

Samples: Purchase Agreement (Oasis Interval Ownership, LLC)

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Regulation S Security. Such Initial Purchaser agrees that the The Series A Notes Notes, if any, offered and sold in reliance on Regulation S will be represented upon issuance by a temporary global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period “distribution compliance period” referred to in Rule 903(b)(3) of the Act and only upon certification of beneficial ownership of such Series A Notes by a non-U.S. persons person or a U.S. persons person (as such terms are defined in Regulation S) who purchased such Series A Notes in transactions a transaction that were exempt from the did not require registration requirements of under the Act.

Appears in 1 contract

Samples: Purchase Agreement (155 East Tropicana, LLC)

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