Eligible Foreign Offering definition

Eligible Foreign Offering means a public offering of securities, conducted under the laws of a country other than the United States, that meets the following conditions: (i) the offering is subject to regulation by a "foreign financial regulatory authority," as defined in section 2(a)(50) of the 1940 Act, in such country; (ii) the securities are offered at a fixed price to all purchasers in the offering (except for any rights to purchase securities that are required by law to be granted to existing security holders of the issuer); (iii) financial statements, prepared and audited in accordance with standards required or permitted by the appropriate foreign financial regulatory authority in such country, for the two years prior to the offering, are made available to the public and prospective purchasers in connection with the offering; and (iv) if the issuer is a Domestic Issuer, it meets the following conditions: (a) it has a class of securities registered pursuant to section 12(b) or 12(g) of the 1934 Act or is required to file reports pursuant to section 15(d) of the 1934 Act; and (b) it has filed all the material required to be filed pursuant to section 13(a) or 15(d) of the 1934 Act for a period of at least twelve months immediately preceding the sale of such securities (or for such shorter period that the issuer was required to file such material).
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Eligible Foreign Offering means a public offering of securities, conducted under the laws of a country other than the United States, that meets the fol- lowing conditions: (i) The offering is subject to regula- tion by a ‘‘foreign financial regulatory authority,’’ as defined in section 2(a)(50) of the Act [15 U.S.C. 80a– 2(a)(50)], in such country; (ii) The securities are offered at a fixed price to all purchasers in the of- fering (except for any rights to pur- chase securities that are required by law to be granted to existing security holders of the issuer); (iii) Financial statements, prepared and audited in accordance with stand- ards required or permitted by the ap- propriate foreign financial regulatory authority in such country, for the two years prior to the offering, are made available to the public and prospective purchasers in connection with the of- fering; and (iv) If the issuer is a Domestic Issuer, it meets the following conditions: (A) It has a class of securities reg- istered pursuant to section 12(b) or 12(g) of the Securities Exchange Act of 1934 [15 U.S.C. 78l(b) or 78l(g)] or is re- quired to file reports pursuant to sec- tion 15(d) of the Securities Exchange Act of 1934 [15 U.S.C. 78o(d)]; and (B) It has filed all the material re- quired to be filed pursuant to section 13(a) or 15(d) of the Securities Ex- change Act of 1934 [15 U.S.C. 78m(a) or 78o(d)] for a period of at least twelve months immediately preceding the sale of securities made in reliance upon this (or for such shorter period that the issuer was required to file such mate- rial).
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Eligible Foreign Offering means a public offering of securities, conducted under the laws of a country other than17 CFR Ch. II (4–1–03 Edition)the United States, that meets the fol- lowing conditions:
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Examples of Eligible Foreign Offering in a sentence

  • The securities are part of an issue registered under the Securities Act of 1933, as amended, which is being offered to the public, or are Eligible Municipal Securities, or are securities sold in an Eligible Foreign Offering or are securities sold in an Eligible Rule 144A Offering or part of an issue of government securities.

  • The securities are part of an issue registered under the Securities Act of 1933, as amended, which is being offered to the public, or are Eligible Municipal Securities, or are securities sold in an Eligible Foreign Offering or are securities sold in an Eligible Rule 144A Offering.

  • If the secu- rities to be purchased are part of an issue registered under the Securities Act of 1933 [15 U.S.C. 77a—aa] that is being offered to the public or are pur- chased pursuant to an Eligible Foreign Offering or an Eligible Rule 144A Offer- ing, the issuer of the securities shall have been in continuous operation for not less than three years, including the operations of any predecessors.

  • If the securi- ties to be purchased are part of an issue registered under the Securities Act of 1933 (15 U.S.C. 77a-aa) that is being offered to the public, are govern- ment securities (as defined in section 2(a)(16) of the Act (15 U.S.C. 80a– 2(a)(16))), or are purchased pursuant to an Eligible Foreign Offering or an Eli- gible Rule 144A Offering, the issuer of the securities must have been in con- tinuous operation for not less than three years, including the operations of any predecessors.

  • If the securities to be purchased are part of an issue registered under the 1933 Act that is being offered to the public, are Government Securities, or are purchased pursuant to an Eligible Foreign Offering or an Eligible Rule 144A Offering, the issuer of the securities shall have been in continuous operation for not less than three years, including the operations of any predecessors.

  • If the securi- ties to be purchased are part of an issue registered under the Securities Act of 1933 (15 U.S.C. 77a–aa) that is being offered to the public, are govern- ment securities (as defined in section 2(a)(16) of the Act (15 U.S.C. 80a– 2(a)(16))), or are purchased pursuant to an Eligible Foreign Offering or an Eli- gible Rule 144A Offering, the issuer of the securities must have been in con- tinuous operation for not less than three years, including the operations of any predecessors.

  • The securities are part of an issue registered under the Securities Act of 1933, which is being offered to the public, or are "municipal securities" as defined in Section 3(a)(29) of the Securities Act of 1934 or is part of an "Eligible Foreign Offering;" as defined in the Rule or an "Eligible Rule 144A Offering" as defined in the Rule.

  • The securities were purchased (1) prior to the end of the first day on which any sales were made at a price that did not exceed the price paid by each other purchaser in the offering or any concurrent offering of the securities (excepting, in an Eligible Foreign Offering, rights required by law to be granted to existing security holders) and (2) on or before the fourth day before termination, if a rights offering.

  • TheCommission has decided to permit an affiliated fund to purchase a domestic issuer’s securities offered in an Eligible Foreign Offering, provided that thedomestic issuer is a reporting issuer.

  • The securities are either (i) part of an issue registered under the Securities Act of 1933 that is being offered to the public or (ii) Eligible Municipal Securities, (iii) securities sold in an Eligible Foreign Offering or (iv) securities sold in an Eligible Rule 144A Offering.

Related to Eligible Foreign Offering

  • eligible foreign custodian" means (a) The following securities depositories and clearing agencies which operate transnational systems for the central handling of securities or equivalent book entries which, by appropriate exemptive order issued by the Securities and Exchange Commission, have been qualified as eligible foreign custodians for the Trust but only for so long as such exemptive order continues in effect: Xxxxxx Guaranty Trust Company of New York, Brussels, Belgium, in its capacity as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, Luxembourg. (b) Any other entity that shall have been qualified as an eligible foreign custodian for the foreign securities of the Trust by the Securities and Exchange Commission by exemptive order, rule or other appropriate action, commencing on such date as it shall have been so qualified but only for so long as such exemptive order, rule or other appropriate action continues in effect.

  • eligible for a place means that a child has been placed on a school’s ranked list at such a point which falls within the school’s published admission number.

  • Eligible Foreign Accounts means Accounts with respect to which the account debtor does not have its principal place of business in the United States and that (i) are supported by one or more letters of credit in an amount and of a tenor, and issued by a financial institution, acceptable to Bank, or (ii) that Bank approves on a case-by-case basis.

  • Eligible Foreign Obligor means a Foreign Obligor whose head office (domicile), registered office and chief executive office is in a country that is not a Sanctioned Country.

  • Marketed Underwritten Offering means any Underwritten Offering (including a Marketed Underwritten Shelf Take-Down, but, for the avoidance of doubt, not including any Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down) that involves a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period of at least 48 hours.

  • Eligible Foreign Subsidiary means any Foreign Subsidiary that is approved from time to time by the Administrative Agent and each of the Lenders.

  • Approved Securities means securities of any State Government or of the Central Government and such bonds, both the principal whereof and the interest whereon shall have been fully and unconditionally guaranteed by any such Government;

  • eligible foreign securities depository means a securities depository or clearing agency, incorporated or organized under the laws of a country other than the United States, which operates (i) the central system for handling securities or equivalent book-entries in that country, or (ii) a transnational system for the central handling of securities or equivalent book-entries. The Customer represents that its Board of Directors has approved each of the Subcustodians listed in Schedule B to this Agreement and the terms of the subcustody agreements between the Bank and each Subcustodian, which are attached as Exhibits I through of Schedule B, and further represents that its Board has determined that the use of each Subcustodian and the terms of each subcustody agreement are consistent with the best interests of the Fund(s) and its (their) shareholders. The Bank will supply the Customer with any amendment to Schedule B for approval. As requested by the Bank, the Customer will supply the Bank with certified copies of its Board of Directors resolution(s) with respect to the foregoing prior to placing Assets with any Subcustodian so approved.

  • Eligible Foreign Custodian has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the SEC, or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 0000 Xxx) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.

  • Pending Underwritten Offering means, with respect to any Holder forfeiting its rights pursuant to this Section 4.5(l), any underwritten offering of Registrable Securities in which such Holder has advised the Company of its intent to register its Registrable Securities either pursuant to Section 4.5(a)(ii) or 4.5(a)(iv) prior to the date of such Holder’s forfeiture.

  • Underwritten Offering means a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

  • CHESS Approved Securities means securities of the Company for which CHESS approval has been given in accordance with the ASX Settlement Operating Rules;

  • Shelf Underwritten Offering shall have the meaning given in subsection 2.1.3.

  • Qualified Initial Public Offering means a public offering of the securities of Parent pursuant to an effective registration statement filed under the Securities Act, that is fully underwritten pursuant to a firm commitment contract and with respect to which the product of (a) the price to the public per share multiplied by (b) the aggregate number of offered shares will yield Net Offering Proceeds of at least $50,000,000.

  • Subscription Offering means the offering of the Conversion Stock to Participants.

  • Rule 415 Offering means an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act.

  • Underwritten Offering Notice has the meaning set forth in Section 2(b).

  • ERISA-Qualifying Underwriting A best efforts or firm commitment underwriting or private placement that meets the requirements of an Underwriter’s Exemption.

  • Participating Underwriter means any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds.

  • Qualified Securities means securities of a reporting issuer that carry the right to participate in voting on the appointment or removal of the reporting issuer’s auditor;

  • Applicable Canadian Securities Laws means, collectively, and as the context may require, the applicable securities legislation of each of the provinces and territories of Canada, and the rules, regulations, instruments, orders and policies published and/or promulgated thereunder, as such may be amended from time to time prior to the Effective Date;

  • Public Offering means the sale in an underwritten public offering registered under the Securities Act of equity securities of the Company or a corporate successor to the Company.

  • Designated Securities means securities issued by an Insured, or by any Affiliated Entity, or by any Fund to which such Insured or any Affiliated Entity provides any services.

  • Piggyback Offering has the meaning set forth in Section 8(a).

  • Eligible facility means any hospital, skilled nursing facility, intermediate care facility, or basic care facility licensed by the state department of health, or any assisted living facility licensed by the department of human services; and

  • Offering shall have the meaning ascribed to such term in Section 2.1(c).