Offshore Transaction definition

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

Offshore Transaction means an “offshore transaction” as that term is defined in Regulation S;

Offshore Transaction. UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS. Each Global Certificate shall bear the following legend on the face thereof: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 3.05 AND 3.06 OF THE PASS THROUGH TRUST AGREEMENT REFERRED TO HEREIN.

Examples of Offshore Transaction in a sentence

• A Security may be transferred only to the Depositary or to another Person if both (i) such Person is a Qualified Purchaser and (ii) such transfer is (x) to a Qualified Institutional Buyer in compliance with Rule 144A, (y) in an Offshore Transaction (as defined in Rule 9012) in compliance with Rule 903 or Rule 904, or (z) to an Institutional Accredited Investor in a private placement.

• Offshore Transaction : • The negotiation, execution, delivery or performance of the Transaction Document and the granting of the Option are undertaken by the Grantor, the Holder and Calculation Agent outside of Taiwan and Hong Kong.

• It has not offered or sold, and will not offer or sell, any Securities except in an Offshore Transaction in accordance with Rule 903 of Regulation S or in the United States to Qualified Institutional Buyers pursuant to Rule 144A or to a limited number of U.S. Institutional Accredited Investors pursuant to Rule 506(b) of Regulation D, which U.S. Institutional Accredited Investors will purchase Securities from the Company in accordance with this Underwriting Agreement.

• As used herein, the terms 'Offshore Transaction', 'United States' and 'U.S. Person', have the meanings given to them by Rule 902 of Regulation S under the Securities Act.

• This does not negate the requirement to undertake the assessment voyage within the prescribed period.Check pilots are also required to undertake the prescribed assessment voyages with another check pilot in order to renew their licence.A voyage as a check pilot will count in full as a pilotage voyage for the purpose of maintaining the currency of the check pilot’s licence and status as a check pilot.

More Definitions of Offshore Transaction

Offshore Transaction. The meaning specified in Regulation S.

Offshore Transaction means “offshore transaction” as that term is defined in Regulation S;

Offshore Transaction. UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

Offshore Transaction. UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS."

Offshore Transaction means an offer and sale of securities in which:

Offshore Transaction. “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. You have advised the Company that you will make offers and sales (the “Exempt Resales”) of the Notes purchased hereunder on the terms set forth in the Pricing Disclosure Package and the Final Offering Memorandum solely to (i) persons whom you reasonably believe to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“QIBs”) and (ii) outside the United States to persons other than U.S. Persons in offshore transactions meeting the requirements of Regulation S under the Securities Act (“Regulation S”) (such persons specified in clauses (i) and (ii) being referred to herein as the “Eligible Purchasers”). As used herein, the terms “offshore transaction,” “United States” and “U.S. person” have the respective meanings given to them in Regulation S. You will offer the Notes to Eligible Purchasers initially at a price equal to 100% of the principal amount thereof. Thereafter, the offering price may be changed at any time without notice. The net proceeds of the sale of the Notes along with cash on hand will be used to repurchase any and all of the Company’s outstanding 10¼% Senior Notes due 2014 (the “Existing Notes”) tendered to the Company pursuant to cash tender offers for such Existing Notes (the “Tender Offer”). The repurchase of the Existing Notes pursuant to the Tender Offer, and the offering of the Notes hereby as provided in the “Use of Proceeds” section of the Pricing Disclosure Package and the Final Offering Memorandum are collectively referred to herein as the “Transactions.” Holders (including subsequent transferees) of the Notes will have the registration rights set forth in the registration rights agreement (the “Registration Rights Agreement”) among the Company, the Guarantors and the Initial Purchasers, to be dated as of the Closing Date, for so long as such Notes constitute “Transfer Restricted Securities” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company and the Guarantors will agree to file with the Securities and Exchange Commission (the “Commission”) under the circumstances set forth therein, (i) a registration statement under the Securities Act (the “Exchange Offer Registration Statement”) relating to a separate series of the Company’s 71/8% Senior Notes due 2018 (the “Exchange Notes”) to be offered in exchange for the Notes (such offer to exchan...

Offshore Transaction means “offshore transaction” as defined in Regulation S; “Regulation D” means Regulation D as promulgated under the U.S. Securities Act; “Regulation M” means Regulation M as promulgated under the U.S. Securities Act; “Regulation S” means Regulation S as promulgated under the U.S. Securities Act; “SEC” means U.S. Securities and Exchange Commission;