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.

Appears in 20 contracts

Samples: Indenture (Brooks Fiber Properties Inc), Indenture (Xo Communications Inc), Indenture (Cirrus Logic Inc)

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 in 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~~ know 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; (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 (FE) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 9 contracts

Samples: Junior Subordinated Indenture (First Empire Capital Trust Ii), Junior Subordinated Indenture (First Empire Capital Trust I), Junior Subordinated Indenture (First Empire State Corp)

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~~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.

Appears in 6 contracts

Samples: Indenture (Sonic Automotive Inc), Indenture (Sonic Automotive Inc), Indenture (WCHS Licensee LLC)

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~~904(b)(1) have been satisfied; and (F) the transaction is not, and is not a part of of, a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 6 contracts

Samples: Indenture (Sinclair Broadcast Group Inc), Indenture (Sinclair Broadcast Group Inc), Indenture (Sinclair Broadcast Group Inc)

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~~ 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~~ transactions 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~~ 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~~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.

Appears in 5 contracts

Samples: Indenture (Huntsman CORP), Indenture (Huntsman CORP), Indenture (Huntsman International LLC)

Rule 904 Transfers. If the transfer is being effected in ------------------ accordance with Rule 904: (A) the ~~Owner~~ Transferor is not a distributor of the ~~Securities~~Notes, 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~~ this Note 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~~ Transferor 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~~ Transferor or any affiliate thereof; (E) if the ~~Owner~~ Transferor is a dealer in securities or has received a selling concession, fee or other remuneration in respect of ~~the Specified Securities~~this Note, 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.

Appears in 5 contracts

Samples: Indenture (McLeodusa Inc), Indenture (McLeodusa Inc), Indenture (McLeod Inc)

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~~ 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.

Appears in 4 contracts

Samples: Indenture (Phillips Van Heusen Corp /De/), Indenture (Western Wireless Corp), Indenture (Phillips Van Heusen Corp /De/)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (A) the Owner is not a distributor of the ~~Securities,~~ Securities or an ~~affiliate~~ 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.

Appears in 4 contracts

Samples: Indenture (Uag Mentor Acquisition LLC), Indenture (Atlantic Auto Funding Corp), Indenture (HBL LLC)

Rule 904 Transfers. If the transfer is being effected in ------------------ accordance with Rule 904: (A) the Owner is not a distributor of the ~~Securities~~Notes, 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~~ Notes 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~~Notes, 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.

Appears in 4 contracts

Samples: Indenture (McLeodusa Inc), Indenture (McLeod Inc), Indenture (McLeodusa Inc)

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~~ 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 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 (FE) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 4 contracts

Samples: Trust Agreement (Providian Financial Corp), Trust Agreement (State Street Boston Corp), Trust Agreement (Pmi Group Inc)

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 in 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 (FE) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities ~~Act~~act.

Appears in 4 contracts

Samples: Trust Agreement (Usf&g Corp), Junior Subordinated Indenture (Pmi Group Inc), Trust Agreement (Usf&g Corp)

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~~ 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~~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.

Appears in 3 contracts

Samples: Indenture (RSL Communications LTD), Indenture (RSL Communications LTD), Indenture (RSL Communications LTD)

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~~ 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.

Appears in 3 contracts

Samples: Indenture (RSL Communications LTD), Indenture (Us Industries Inc), Indenture (RSL Communications LTD)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (A) the Owner is not a distributor of the ~~Securities~~Notes, 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~~ Notes 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~~ renumeration in respect of the Specified ~~Securities~~Notes, and the transfer is to occur during the Restricted Period, then the requirements of Rule ~~904(c)~~ 904(b)(1) or (1b)(3) have been satisfied; and (F) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 3 contracts

Samples: Fourth Supplemental Indenture (Lincoln National Corp), Third Supplemental Indenture (Lincoln National Corp), Supplemental Indenture (Jefferson Pilot Corp)

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.

Appears in 3 contracts

Samples: Indenture (Bowater Inc), Indenture (Radioshack Corp), Indenture (Bowater Inc)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule ~~904~~904 of Regulation S: (A) the Owner is not a distributor of the ~~Securities~~Notes, 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~~ Notes 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 International Notes Market Association ~~of International Bond Dealers,~~ or another designated offshore ~~securities~~ Notes 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 (FE) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 3 contracts

Samples: Indenture (Edenor), Indenture (Edenor), Indenture (Edenor)

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~~ Affiliate of the ~~Company~~ Partnership or any such distributor or a ~~person~~ Person acting on behalf of any of the foregoing; (B) the offer of the Specified Securities was not made to a ~~person~~ 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~~ 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~~ 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~~ 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.

Appears in 3 contracts

Samples: Indenture (Kinder Morgan Energy Partners L P), Indenture (Kinder Morgan Energy Partners L P), Indenture (Kinder Morgan Energy Partners L P)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule ~~904~~904 of Regulation S: (A) the Owner is not a ~~distributor~~ Distributor of the ~~Securities~~Notes, an affiliate of the Company or any such ~~distributor~~ 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~~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 International Securities Market 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~~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.

Appears in 3 contracts

Samples: First Supplemental Indenture (American International Group Inc), Third Supplemental Indenture (American International Group Inc), Supplemental Indenture (American International Group Inc)

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~~ Affiliate of the ~~Company~~ Operating Partnership or any such distributor or a ~~person~~ Person acting on behalf of any of the foregoing; (B) the offer of the Specified Securities was not made to a ~~person~~ 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~~ 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~~ 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~~ 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.

Appears in 2 contracts

Samples: Indenture (Sunoco Logistics Partners Lp), Indenture (Sunoco Logistics Partners Lp)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule ~~904~~904 of Regulation S: (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~~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 International Securities Market 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.

Appears in 2 contracts

Samples: Indenture (Allegheny Energy Supply Co LLC), Indenture (Staples Inc)

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.

Appears in 2 contracts

Samples: Indenture (Heinz Hj Finance Co), Indenture (Heinz H J Co)

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.

Appears in 2 contracts

Samples: Indenture (American Cellular Corp /De/), Indenture (Northpoint Communications Group Inc)

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~~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; and (G) if the transfer occurs during the Restricted Period, the interest transferred will be held immediately through Euroclear or Cedel.

Appears in 2 contracts

Samples: Second Supplemental Indenture (Kroger Co), Third Supplemental Indenture (Wydiv Inc)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (A) the Owner is not a distributor of the ~~Securities,~~ Securities or an ~~affiliate~~ 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~~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.

Appears in 2 contracts

Samples: Indenture (Penske Automotive Group, Inc.), Indenture (United Auto Group Inc)

Appears in 2 contracts

Samples: Indenture (Petrobras International Finance Co), Indenture (Petrobras International Finance Co)

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~~ 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 in contravention of Rule 904(a)(2) 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~~ Distribution Compliance Period, then the requirements of Rule ~~904(c) (1~~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.

Appears in 2 contracts

Samples: Indenture (Exodus Communications Inc), Indenture (Exodus Communications Inc)

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~~ Corporation or any such distributor or a person acting on in 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 (FE) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 2 contracts

Samples: Junior Subordinated Indenture (Colonial Bancgroup Inc), Junior Subordinated Indenture (First Hawaiian Capital I)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (Aa) 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; (Bb) the offer of the Specified Securities was not made to a person in the United States; (Cc) 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; (Dd) no directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof; (Ee) 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~~904(b)(1) or (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.~~

Appears in 2 contracts

Samples: Indenture (R H Donnelley Corp), Indenture (Rite Aid Corp)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule ~~904~~904 of Regulation S: (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~~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 International Securities Market 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~~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.

Appears in 1 contract

Samples: Indenture (Scholastic Corp)

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~~ renumeration in respect of the Specified Securities, and the transfer is to occur during the Restricted Period, then the requirements of Rule ~~904(c~~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.

Appears in 1 contract

Samples: Indenture (Loews Cineplex Entertainment Corp)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (A) the Owner is not a distributor of the ~~Securities~~Notes, 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~~ Notes 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~~Notes, and the transfer is to occur during the Restricted Period, then the requirements of Rule ~~904(c) (1~~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.

Appears in 1 contract

Samples: Indenture (Allegheny Energy Inc)

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~~ Warrants 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 (FE) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Warrant Agreement (Nextlink Communications LLC)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule ~~904~~904 of Regulation S: ~~(A)~~ A. the Owner is not a ~~distributor~~ Distributor of the Securities, an affiliate of the ~~Company~~ Republic or any such ~~distributor~~ Distributor or a person acting on behalf of any of the foregoing; ~~(B)~~ B. the offer of the Specified Securities was not made to a person in the United ~~States~~States or for the account or benefit of a U.S. Person; ~~(C)~~ C. either: ~~(i)~~ 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 ~~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)~~ D. no directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof; ~~(E)~~ 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~~904(b)(1) have been satisfied; and ~~(F)~~ F. the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.;

Appears in 1 contract

Samples: Fiscal Agency Agreement

Appears in 1 contract

Samples: Trust Agreement (Host Marriott Corp/Md)

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)~~in (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.

Appears in 1 contract

Samples: Trust Agreement (Big Flower Holdings Inc)

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~~ 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 in contravention of Rule 904(b) 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.

Appears in 1 contract

Samples: Indenture (Pinnacle Holdings Inc)

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~~ Affiliate of the Company or any such distributor or a ~~person~~ 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~~ transactions 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~~ 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~~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.

Appears in 1 contract

Samples: Indenture (Huntsman LLC)

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~~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~~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; (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~~ 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~~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.

Appears in 1 contract

Samples: Securities Depositary Agreement (Vodafone Group Public LTD Co)

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~~ 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~~ renumeration in respect of the Specified Securities, and the transfer is to occur during the ~~Restricted~~ Distribution Compliance Period, then the requirements of Rule ~~904(c) (1~~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.

Appears in 1 contract

Samples: Indenture (Regency Centers Lp)

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~~ 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~~ 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 (FE) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Indenture (Keycorp Institutional Capital A)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904:: 122 (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~~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 ~~remuneration~~ 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.

Appears in 1 contract

Samples: Indenture (Diamond Cable Communications PLC)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (Ai) the Owner is not a distributor of the Debt Securities, an ~~affiliate~~ Affiliate of the Company or any Guarantor or any such distributor or a ~~person~~ Person acting on behalf of any of the foregoing; (Bii) the offer of the Specified Debt Securities was not made to a ~~person~~ Person in the United States; (Ciii) either: (i1) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any ~~person~~ Person acting on its behalf reasonably believed that the Transferee was outside the United States, or (ii2) 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~~ Person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (Div) no directed selling efforts have been made in the United States by or on behalf of the Owner or any ~~affiliate~~ Affiliate thereof; (Ev) if the Owner is a dealer in securities or has received a selling concession, fee or other remuneration in respect of the Specified Debt Securities, and the transfer is to occur during the Restricted Period, then the requirements of Rule ~~904(c) (1) have~~ 904(c)(1)have been satisfied; and (Fvi) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Indenture (Nortel Networks LTD)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (A) the Owner is not a distributor of the ~~Securities~~Notes, an affiliate of the ~~Company~~ Issuer or any such distributor or a person acting on behalf of any of the foregoing; (B) the offer of the Specified ~~Securities~~ Notes 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~~Notes, and the transfer is to occur during the Restricted Period, then the requirements of Rule ~~904(c) (1~~904(b)(1) have been satisfied; and (F) the transaction is not, and is not a part of of, a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Indenture (Media General Inc)

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; (DX) 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~~ 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.

Appears in 1 contract

Samples: Indenture (Hollywood Theaters Inc)

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)~~during (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.

Appears in 1 contract

Samples: Indenture (Nextlink Communications Inc /De/)

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~~ 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)~~during (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.

Appears in 1 contract

Samples: Indenture (Delta Air Lines Inc /De/)

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 Regulation S 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.

Appears in 1 contract

Samples: Indenture (Baan Co N V)

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~~ 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.

Appears in 1 contract

Samples: Indenture (Science Applications International Corp)

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 in 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 (FE) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities ~~Act~~act.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Providian Financial Corp)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule ~~904~~904 of Regulation S: (A) the Owner is not a distributor of the ~~Securities~~Notes, 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~~ Notes was not made to a person in the United ~~States~~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 International Securities Market 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~~Notes, and the transfer is to occur during the ~~Restricted~~ Distribution Compliance Period, then the requirements of Rule ~~904(c) (1~~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.

Appears in 1 contract

Samples: Indenture (Ingenior M.O. Schoyens Bilcentraler As)

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~~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; (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~~904(b)(1) have been satisfied; (F) 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 (FG) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Indenture (Western Wireless Corp)

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~~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 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.

Appears in 1 contract

Samples: Indenture (Millicom International Cellular Sa)

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~~ Issuers 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)~~and (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.

Appears in 1 contract

Samples: Indenture (Centennial Cellular Corp)

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~~ Issuers 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~~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.~~

Appears in 1 contract

Samples: Indenture (Lower Road Associates LLC)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule ~~904~~904 of Regulation S: (A) the Owner is not a distributor of the ~~Securities~~Notes, 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~~ Notes 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 International Securities Market 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 (FE) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Indenture (GCL Silicon Technology Holdings Inc.)

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.

Appears in 1 contract

Samples: Exhibit (Autobahn Inc)

Rule 904 Transfers. If the transfer is being effected in accordance ------------------ with Rule 904: (A) the Owner is not a distributor of the ~~Securities~~Notes, 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~~ Notes 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~~Notes, 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.

Appears in 1 contract

Samples: Indenture (McLeodusa Inc)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: : (A) the Owner is not a distributor of the ~~Securities~~Notes, an ~~affiliate~~ 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~~ Notes 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 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~~Securities Market Association, or another designated offshore securities ~~market~~ 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~~ 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.

Appears in 1 contract

Samples: Indenture (Gas Transporter of the South Inc)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: ~~(A)~~ 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)~~ b. the offer of the Specified Securities was not made to a person in the United States; ~~(C)~~ c. either: ~~(i)~~ 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)~~ d. no directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof; ~~(E)~~ 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~~904(c)(1) have been satisfied; and ~~(F)~~ f. the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Indenture (Mission Energy Holding Co)

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~~ Corporation or any such distributor or a person acting on in 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 (FE) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities ~~Act~~act.

Appears in 1 contract

Samples: Junior Subordinated Indenture (Bb&t Capital Trust I)

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~~ renumeration in respect of the Specified Securities, and the transfer is to occur during the Restricted Period, then the requirements of Rule ~~904(c~~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.

Appears in 1 contract

Samples: Indenture (Loews Cineplex Entertainment Corp)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (A) the Owner is not a distributor of the ~~Securities~~Notes, 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~~ Notes 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~~Notes, 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.

Appears in 1 contract

Samples: Indenture (Century Communications Corp)

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~~ 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 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 (FE) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Trust Agreement (Cullen Frost Capital Trust Ii)

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~~ Corporation or any such distributor or a person acting on in 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 (FE) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities ~~Act~~act.

Appears in 1 contract

Samples: Junior Subordinated Indenture (State Street Boston Corp)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (Ai) the Owner is not a distributor of the Debt Securities, an ~~affiliate~~ Affiliate of the Company or any Guarantor or any such distributor or a ~~person~~ Person acting on behalf of any of the foregoing; (Bii) the offer of the Specified Debt Securities was not made to a ~~person~~ Person in the United States; (Ciii) either: (i1) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any ~~person~~ Person acting on its behalf reasonably believed that the Transferee was outside the United States, or (ii2) 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~~ Person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (Div) no directed selling efforts have been made in the United States by or on behalf of the Owner or any ~~affiliate~~ Affiliate thereof; (Ev) if the Owner is a dealer in securities or has received a selling concession, fee or other remuneration in respect of the Specified Debt Securities, and the transfer is to occur during the Restricted Period, then the requirements of Rule ~~904(c) (1~~904(c)(1) have been satisfied; and (Fvi) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Third Supplemental Indenture (Nortel Networks LTD)

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~~ Issuers 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~~ 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.

Appears in 1 contract

Samples: Indenture (Voicestream Wireless Corp /De)

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~~ 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~~ renumeration in respect of the Specified Securities, and the transfer is to occur during the ~~Restricted~~ Distribution Compliance Period, then the requirements of Rule ~~904(c) (1~~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.

Appears in 1 contract

Samples: Indenture (Regency Centers Corp)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (A) the Owner is not a distributor of the ~~Securities~~Bonds, 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~~ Bonds 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 or (~~ii) the~~ 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~~Bonds, 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.

Appears in 1 contract

Samples: Supplemental Indenture (Avista Corp)

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~~ 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.

Appears in 1 contract

Samples: Indenture (Delta Air Lines Inc /De/)

Rule 904 Transfers. If the transfer is being effected in ------------------ accordance with Rule 904: (A) the ~~Owner~~ Transferor is not a distributor of the ~~Securities~~Notes, 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~~ this Note 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~~ Transferor 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~~ Transferor or any affiliate thereof; (E) if the ~~Owner~~ Transferor is a dealer in securities or has received a selling concession, fee or other remuneration in respect of ~~the Specified Securities~~this Note, and ~~the transfer is to occur during the Restricted Period, then the requirements of Rule 904(c)~~the (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.

Appears in 1 contract

Samples: Indenture (McLeodusa Inc)

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~~904(c)(1) have been satisfied; and (FX) ~~the~~ xxx transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 1 contract

Samples: Trust Agreement (Newell Financial Trust I)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (Aa) the Owner is not a distributor of the ~~Securities~~Notes, an affiliate of the Company or any such distributor or a person acting on behalf of any of the foregoing; (Bb) the offer of the Specified ~~Securities~~ Notes was not made to a person in the United States; (Cc) 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; (Dd) no directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof; (Ee) if the Owner is a dealer in securities or has received a selling concession, fee or other remuneration in respect of the Specified ~~Securities~~Notes, and the transfer is to occur during the Restricted Period, then the requirements of Rule ~~904(c~~904(b)(1) or (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.~~

Appears in 1 contract

Samples: Indenture (American Freightways Inc)

Common use of Rule 904 Transfers Clause in Contracts