Offshore Purchaser definition

Offshore Purchaser means a Purchaser that is a Purchaser purchasing Securities in an “offshore transaction” (as defined in Rule 902(h) of Regulation S) pursuant to Regulation S and that executes a Regulation S Certificate (as defined below).
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Offshore Purchaser shall have the meaning ascribed to such term in the first paragraph of this Agreement.
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Offshore Purchaser has the meaning ascribed to such term in the Securities Purchase Agreement.
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Examples of Offshore Purchaser in a sentence

  • Certificates representing the Shares issued to Offshore Purchasers will bear the legend set forth in the Offshore Purchaser Questionnaire and such securities will be subject to the terms and restrictions set forth therein.

  • The Offshore Purchaser is not acquiring the Securities for the account or benefit of any U.S. person.

  • The Offshore Purchaser is not a “U.S. person” as defined under Rule 902(o) of Regulation S under the Securities Act.

  • Both the Onshore Purchaser and the Offshore Purchaser have the legal right, and full power and authority, and have taken all acts necessary, to execute, deliver and exercise their rights, and perform their obligations, under this Agreement and each of the Transaction Documents to be executed at or before the Closing.

  • The representations and warranties of the Company relating to the U.S. Offering, as set forth in Appendix A hereto, are incorporated herein by reference, as if set forth fully herein, solely for the benefit of the U.S. Purchaser, and the Offshore Purchaser acknowledges that it may not rely on such representations and warranties of the Company in relation to its purchase of the Units.

  • The offer and sale of the Units by the Company to the Offshore Purchaser (the “Offshore Offering”) shall be completed pursuant to the terms and conditions set forth in Appendix B hereto.

  • Warrants issued to the Offshore Purchaser shall be governed by the terms and conditions in the form of Warrants attached in Schedule A hereto and as generally described in Appendix B hereto.

  • The Offshore Purchaser is a global business corporation duly organized, validly existing and in good standing under the Laws of Mauritius.

  • The Securities were not offered to the Offshore Purchaser in the United States and at the time of execution of this Agreement and the time of any offer to the Offshore Purchaser to purchase the Securities hereunder, the Offshore Purchaser was physically outside of the United States.

  • The representations and warranties of the Offshore Purchaser relating to the Offshore Offering, as set forth in Appendix B hereto, are incorporated herein by reference, as if set forth fully herein.


More Definitions of Offshore Purchaser

Offshore Purchaser means a Purchaser that is not a resident of any province or territory of Canada or the United States;
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Related to Offshore Purchaser

  • Offshore Transaction Any “offshore transaction” as defined in Rule 902(h) of Regulation S.

  • U.S. Purchaser means any purchaser of the Offered Securities that is, or is acting for the account or benefit of, a person in the United States, or any person offered the Offered Securities in the United States.

  • Qualified Institutional Buyers as defined in Rule 144A. It is aware that the sale of the Privately Offered Certificates is being made in reliance on its continued compliance with Rule 144A. It is aware that the transferor may rely on the exemption from the provisions of Section 5 of the Act provided by Rule 144A. The undersigned understands that the Privately Offered Certificates may be resold, pledged or transferred only to (i) a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance in Rule 144A, or (ii) an institutional "accredited investor," as such term is defined under Rule 501 of the Act in a transaction that otherwise does not constitute a public offering. The undersigned agrees that if at some future time it wishes to dispose of or exchange any of the Privately Offered Certificates, it will not transfer or exchange any of the Privately Offered Certificates to a Qualified Institutional Buyer without first obtaining a Rule 144A and Related Matters Certificate in the form hereof from the transferee and delivering such certificate to the addressees hereof. Prior to making any transfer of Privately Offered Certificates, if the proposed Transferee is an institutional "accredited investor," the transferor shall obtain from the transferee and deliver to the addressees hereof an Investment Letter in the form attached to the Pooling and Servicing Agreement, dated as of November 1, 2004, among Structured Asset Mortgage Investments II Inc., Xxxxx Fargo Bank, N.A., EMC Mortgage Corporation and U.S. Bank National Association, as Trustee, pursuant to Certificates were issued. The undersigned certifies that it either: (i) is not acquiring the Privately Offered Certificate directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) is providing a representation or an opinion of counsel to the effect that the proposed transfer and holding of a Privately Offered Certificate and the servicing, management and operation of the Trust and its assets: (I) will not result in any prohibited transaction which is not covered under a prohibited transaction exemption, including, but not limited to, Prohibited Transaction Exemption ("PTE") 84-14, XXX 00-00, XXX 00-0, XXX 00-00, XXX 00-00 and (II) will not give rise to any additional obligations on the part of the Depositor, the Master Servicer, the Securities Administrator or the Trustee or (iii) has attached hereto the opinion specified in Section 5.07 of the Agreement. If the Purchaser proposes that its Certificates be registered in the name of a nominee on its behalf, the Purchaser has identified such nominee below, and has caused such nominee to complete the Nominee Acknowledgment at the end of this letter. Name of Nominee (if any):

  • Regulation S Investor With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate pursuant to Regulation S.

  • Qualified Institutional Buyer means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

  • Bona fide purchaser means a person who in good faith makes a purchase without notice of any outstanding rights of others.

  • Offshore waters means marine waters of the Pacific Ocean

  • Offshore facility ’ means any facility of any kind located in, on, or under any of the navigable waters of the United States, and any facility of any kind which is subject to the ju- risdiction of the United States and is located in, on, or under any other waters, other than a vessel or a public vessel;

  • Offshore means any country that is not one of the fifty United States or one of the United States Territories (American Samoa, Guam, Northern Marianas, Puerto Rico, and Virgin Islands). Permitted Uses and Disclosure by Business Associate.

  • Proposed Purchaser shall have the meaning set forth in Section 5.7(a).

  • Designated Purchaser has the meaning set forth in Section 7.11(b).

  • Purchased Securities has the meaning assigned in the Terms;

  • Loan Investor means any person (including an Agency) having a beneficial interest in any mortgage loan originated, purchased or serviced by the Company or any Company Subsidiary or a security backed by or representing an interest in any such mortgage loan; and

  • retail investor means an investor who is not a professional investor;

  • Offshore Associate means an associate (as defined in section 128F of the Australian Tax Act) of ANZBGL that is either a non-resident of the Commonwealth of Australia which does not acquire the Notes in carrying on a business at or through a permanent establishment in Australia or, alternatively, a resident of Australia that acquires the Notes in carrying on business at or through a permanent establishment outside of Australia.

  • Investor means the Buyer, any transferee or assignee thereof to whom a Buyer assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement, and any transferee or assignee thereof to whom a transferee or assignee assigns its rights under this Agreement in accordance with Section 9 and who agrees to become bound by the provisions of this Agreement.

  • Retail buyer or "buyer" means a person who buys goods and services, or services from a contractor pursuant to a home improvement installment contract, or goods and services from a contractor pursuant to a home improvement charge agreement.

  • First purchaser means the first buyer of a manufactured item that contains ferrous or nonferrous metal in a retail or business-to-business transaction. A person that purchases scrap metal, or other property described in section 10, in violation of this act, or an automotive recycler, pawnshop, scrap metal recycler, or scrap processor is not considered a first purchaser.

  • Offshore Global Note means a Global Note representing Notes issued and sold pursuant to Regulation S.

  • Purchased Units means, with respect to a particular Purchaser, the number of Common Units equal to the aggregate Purchase Price set forth opposite such Purchaser’s name under the column titled “Purchase Price” set forth on Schedule A hereto divided by the Common Unit Price.

  • Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and

  • Anchor Investor means a Qualified Institutional Buyer applying under the Anchor Investor Portion in accordance with the requirements specified in the SEBI ICDR Regulations and the RHP and who has Bid for an amount of at least ₹ 100 million and the term “Anchor Investors” shall be construed accordingly.

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Rule 144A Securities means Securities of a series designated pursuant to Section 2.01 as entitled to the benefits of Section 4.03(b).

  • Institutional Accredited Investor means an institution that is an "accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

  • Purchaser means the organization purchasing the goods.