offshore transactions definition

offshore transactions means “offshore transactions” as that term is defined in Rule 902(h) of Regulation S;
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offshore transactions. (as such term is defined in Regulation S) pursuant to the resale safe harbor of Rule 904 of Regulation S adopted under the Securities Act;
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offshore transactions as defined in Rule 902 of Regulation S ("Regulation S") under the Securities Act of 1933, as amended (the "1933 Act"), to a number of persons, each of whom (a) is outside the United States (the "U.S."), (b) is not a U.S. person, as defined in Regulation S ("U.S. Person"), and (c) is not an affiliate of the Company (as hereinafter defined, an "Affiliate"), up to 6,666,667 shares (the "Shares") of the Company's 8% Cumulative Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"), pursuant to the terms of the Confidential Offering Memorandum dated December 9, 1996 (together with any exhibits, cover letters, amendments and supplements thereto, the "Memorandum") (the "Offering"). The Placement Agent may not be the Company's exclusive sales agent in connection with the Offering, and the Company may make sales directly to investors, engage other placement agents or may engage other qualified broker-dealers ("Selected Dealers") to assist in the Offering. This Placement Agent Agreement ("Agreement") sets forth the understandings and agreements between the Company and the Placement Agent whereby, subject to the terms and conditions herein contained, the Placement Agent will solicit offers and obtain purchases for the Shares. The Placement Agent is not obligated to purchase any Shares. The minimum offering amount will be 2,000,000 Shares (the "Minimum Offering") for US$3,000,000, and the maximum offering amount will be 6,666,667 Shares for US$10,000,000.
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More Definitions of offshore transactions

offshore transactions. (as defined in Regulation S), subject to certain terms and conditions.
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offshore transactions within the meaning of Regulation S and that such Securities have been and will be represented upon issuance by a global security that may not be exchanged for definitive Securities until the expiration of the Restricted Period (as defined in Regulation S) and only upon certification of beneficial ownership of the Securities by a non-U.S. Person or a U.S. person who purchased such Securities in a transaction that was exempt from the registration requirements of the Act.
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offshore transactions. AND "UNITED STATES" 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. EXHIBIT D DTC LEGEND UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED 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 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 A BENEFICIAL INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE. EXHIBIT E Regulation S Certificate _________, ____ First Union National Bank 00 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Attention: Corporate Trust Administration Re: X. Xxxxxxxxx Enterprises, Inc. 10 1/2% Senior Notes due 2007 (the "Notes") Issued under the Indenture (the "Indenture") dated as as of October 2, 2000 relating to the Notes --------------------------------------------------------- Dear Sirs: Terms are used in this Certificate as used in Regulation S ("Regulation S") under the Securities Act of 1933, as amended (the "Securities Act"), except as otherwise stated herein. [CHECK A OR B AS APPLICABLE.]
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offshore transactions. AND “UNITED STATES” 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”.
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Related to offshore transactions

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

  • Rule 904 means Rule 904 promulgated under the Securities Act.

  • 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;

  • U.S. Persons means such persons as defined in Regulation S of the United States Securities Act of 1933 and particularly includes residents of the United States as well as American stock corporations and private companies.

  • Government purpose rights means the rights to—

  • QIBs means qualified institutional buyers as defined in Rule 144A.

  • Offshore waters means marine waters of the Pacific Ocean

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

  • Rule 903 means Rule 903 promulgated under the Securities Act.

  • Offshore Physical Notes has the meaning provided in Section 2.01.

  • Government purpose means any activity in which the United States Government is a party, including cooperative agreements with international or multi-national defense organizations, or sales or transfers by the United States Government to foreign governments or international organizations. Government purposes include competitive procurement, but do not include the rights to use, modify, reproduce, release, perform, display, or disclose technical data for commercial purposes or authorize others to do so.

  • QIB/QP Any Person that, at the time of its acquisition, purported acquisition or proposed acquisition of Notes is both a Qualified Institutional Buyer and a Qualified Purchaser.

  • Rule 144A means Rule 144A promulgated under the Securities Act.

  • 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.

  • 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):

  • United States Securities Person Any “U.S. person” as defined in Rule 902(k) of Regulation S.

  • U.S. Person means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

  • 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.

  • Accredited Investors means “accredited investors” as defined in Rule 501(a)(1), (a)(2), (a)(3) or (a)(7) of Regulation D under the Securities Act.

  • Regulation S means Regulation S promulgated under the Securities Act.

  • QIB means a “qualified institutional buyer” as defined in Rule 144A.

  • Hedging Transactions means, with respect to any or all of the Purchased Loans, any short sale of U.S. Treasury Securities or mortgage-related securities, futures contract (including Eurodollar futures) or options contract or any interest rate swap, cap or collar agreement or similar arrangements providing for protection against fluctuations in interest rates or the exchange of nominal interest obligations, either generally or under specific contingencies, entered into by Seller or the underlying obligor with respect to any Purchased Loan and pledged to Seller as collateral for such Purchased Loan, with one or more counterparties whose unsecured debt is rated at least AA (or its equivalent) by any Rating Agency or, with respect to any Hedging Transaction pledged to Seller as additional collateral for a Purchased Loan, such other rating requirement applicable to such Hedging Transaction set forth in the related Purchased Loan Documents or which is otherwise reasonably acceptable to Buyer; provided that Seller shall not grant or permit any liens, security interests, charges, or encumbrances with respect to any such hedging arrangements for the benefit of any Person other than Buyer.

  • Rule 501 means Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

  • 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.

  • U.S. Accredited Investor means an “accredited investor” as defined in Rule 501(a) of Regulation D;

  • Offshore Base Rate means the rate per annum appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If for any reason such rate is not available, the Offshore Base Rate shall be, for any Interest Period, the rate per annum appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates. If for any reason none of the foregoing rates is available, the Offshore Base Rate shall be, for any Interest Period, the rate per annum determined by Agent as the rate of interest at which dollar deposits in the approximate amount of the LIBOR Rate Loan comprising part of such Borrowing would be offered by the Bank's London Branch to major banks in the offshore dollar market at their request at or about 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period.