Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904:
(A) the Owner is not a distributor of the Securities, an affiliate of the Company or any such distributor or a person acting on behalf of any of the foregoing;
(B) the offer of the Specified Securities was not made to a person in the United States;
(C) either:
(i) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or
(ii) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the Association of International Bond Dealers, or another designated offshore securities market and neither the Owner nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States;
(D) no directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof;
(E) if the Owner is a dealer in securities or has received a selling concession, fee or other remuneration in respect of the Specified Securities, and the transfer is to occur during the Restricted Period, then the requirements of Rule 904(c)
(1) have been satisfied; and
(F) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.
Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904:
(i) the Owner is not a distributor of the Securities, an affiliate of the Company or any such distributor or a person acting in behalf of any of the foregoing;
(ii) the offer of the Specified Securities was not made to a person in the United States;
(iii) either;
(A) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or
(B) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the Association of International Bond Dealers, or another designated offshore securities market and neither the Owner nor any person acting on its behalf know that the transaction has been prearranged with a buyer in the United States;
(iv) no directed selling efforts within the meaning of Rule 902 of Regulation S have been made in the United States by or on behalf of the Owner or any affiliate thereof; and
(v) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.
Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904:
(A) the Owner is not a distributor of the Capital Securities, an affiliate of the Depositor or the Trust or any such distributor or a person acting on behalf of any of the foregoing;
(B) the offer of the Specified Securities was not made to a person in the United States;
(C) either:
(i) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or
(ii) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the Association of International Bond Dealers, or another designated offshore securities market and neither the Owner nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States;
(D) no directed selling efforts within the meaning of Rule 902 of Regulation S have been made in the United States by or on behalf of the Owner or any affiliate thereof; and
(E) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.
Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904:
(A) the Owner is not a distributor of the Specified Securities, an Affiliate of the Company or any such distributor or a person acting on behalf of any of the foregoing;
(B) the offer of the Specified Securities was not made to a person in the United States;
(C) either:
Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904:
(A) the Owner is not a distributor of the Securities, an affiliate of the Issuer or any such distributor or a person acting on behalf of any of the foregoing;
(B) the offer of the Specified Securities was not made to a person in the United States;
(C) either:
(i) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or
(ii) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the Association of International Bond Dealers, or another designated offshore securities market and neither the Owner nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States;
(D) no directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof;
(E) if the Owner is a dealer in securities or has received a selling concession, fee or other remuneration in respect of the Specified Securities, and the transfer is to occur during the Restricted Period, then the requirements of Rule 904(c)
(1) have been satisfied; and
(F) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.
(A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Issuer or from an affiliate of the Issuer, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of Rule 144; or
(B) the transfer is occurring after a holding period of at least two years (computed in accordance with paragraph (d) of Rule 144) has elapsed since the Specified Securities were last acquired from the Issuer or from an affiliate of the Issuer, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Issuer. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and the Purchasers. Dated: ___________________________________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) by:________________________________ Name: Title: (If the Undersigned is a cor...
Rule 904 Transfers. If the transfer is being effected in ------------------ accordance with Rule 904:
(A) the Owner is not a distributor of the Specified Securities, an affiliate of the Company or any such distributor or a person acting on behalf of any of the foregoing;
(B) the offer of the Specified Securities was not made to a person in the United States;
(C) either:
(i) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or
(ii) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the Association of International Bond Dealers, or another designated offshore securities market described in Section 902(a) of Regulation S and neither the Owner nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States;
(D) no directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof;
(E) if the Owner is a dealer in securities, as defined in Section 2(12) of the Securities Act, or has received a selling concession, fee or other remuneration in respect of the Specified Securities, and the transfer is to occur during the restricted period, then:
(i) neither the Owner nor any person acting on behalf of the Owner knows that the Transferee of the Specified Securities is a U.S. person; and
(ii) if the Owner or any person acting on the Owner's behalf knows that the Tranferee is a dealer, as defined in Section 2(12) of the Securities Act, or is a person receiving a selling concession, fee or other remuneration in respect of the Specified Securities, the Owner or a person acting on the Owner's behalf has sent to the Transferee a confirmation or other notice stating that the Specified Securities may be offered and sold during the Restricted Period only; (x) in accordance with Regulation S; (y) pursuant to registration of the Specified Securities under the Securities Act; or (z) pursuant to an available exemption from the registration requirements of the Securities Act; and
(F) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.
Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904:
(A) the Owner is not a distributor of the Securities, an affiliate of Diamond Cable Communications Plc (the "Company") or any such distributor or a person acting on behalf of any of the foregoing;
(B) the offer of the Specified Securities was not made to a person in the United States or for the account or benefit of a U.S. Person;
(C) either:
(i) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or
(ii) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the Association of International Bond Dealers, or another designated offshore securities market and neither the Owner nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States;
(D) no directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof;
(E) if the Owner is a dealer in securities or has received a selling concession, fee or other renumeration in respect of the Specified Securities, and the transfer is to occur during the Restricted Period, then the requirements of Rule 904(c)
(1) have been satisfied; and
(F) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.
Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904:
(1) the Owner is not a distributor of the Notes, an affiliate of the Company or any such distributor or a person acting on behalf of any of the foregoing;
(2) the offer of the Specified Notes was not made to a person in the United States;
(3) either:
(i) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or
(ii) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the International Securities Market Association, or another designated offshore securities market and neither the Owner nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States;
(4) no directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof;
(5) if the Owner is a dealer in securities or has received a selling concession, fee or other remuneration in respect of the Specified Notes, and the transfer is to occur during the Restricted Period, then the requirements of Rule 904(b)(1) have been satisfied;
(6) if the Owner is an officer or director of the Company or a distributor, and is an affiliate of the Company or a distributor solely by virtue of holding such position, no selling concession, fee or other remuneration is paid in connection with such offer or sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent; and
(7) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.
Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904:
(A) the undersigned is not a distributor of the Assigned Option, an affiliate of the Company or any such distributor or a person acting on behalf of any of the foregoing;
(B) the Assignment is not made to a person in the United States;
(C) at the time the buy order was originated, the Assignee was outside the United States or the undersigned and any person acting on his or her behalf reasonably believed that the Assignee was outside the United States;
(D) no directed selling efforts in contravention of Rule 904(a)(2) have been made in the United States by or on behalf of the undersigned or any affiliate thereof;
(E) if the undersigned is a dealer in securities or has received a selling concession, fee or other remuneration in respect of the Assignment, and the transfer is to occur during the first year after the Assignment, then the requirements of Rule 904(b)(1) have been satisfied; and
(F) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.
