Reg S definition

Reg S means Regulation S under the United States Securities Act of 1933, as amended;
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Reg S means Regulation S and the related Rules promulgated by the SEC pursuant to the Securities Act of 1933 ("Securities Act") as an exemption from registration.
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Reg S means Regulation S of the Securities Act.
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Examples of Reg S in a sentence

  • Each Option also may be designated as a Reg S Option or as an Option other than a Reg S Option.

  • This Class A Warrant Agreement, together with the Warrant Certificates and Exhibits, and the Reg S Subscription Agreement, dated of even date herewith, by and between the Company and the Warrant Holder, constitute the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and shall supersede any prior agreements and understandings between the Parties hereto with respect to such subject matter.

  • The Parties to this Class A Warrant Agreement agree that this Class A Warrant Agreement and the related Reg S Subscription Agreement were negotiated fairly between them at arm's length and that the final terms of this Class A Warrant Agreement and the Reg S Subscription Agreement are the product of the Parties' negotiations.

  • Each class of the Reg S Notes will be issued in fully registered global form and be initially represented by a Reg S Global Note Certificate and which, in aggregate, will represent the aggregate Principal Amount Outstanding of the Reg S Notes.

  • Pursuant to this Class A Warrant Agreement, the Company hereby grants and issues to the Warrant Holder, a "Person" who is not a "U.S. Person" as those terms are defined in Section 1 below, a Class A Warrant (the "Class A Warrant") exercisable to purchase one (1) share of the Company's common stock (the "Warrant Shares") for each Unit subscribed for in the Reg S Subscription Agreement, at an exercise price of US$1.00 per Warrant Share.

  • Notwithstanding the forgoing, any sale, pledge, hypothecation, assignment, conveyance, transfer or disposition will be subject to the limitations set forth i n the securiti es I aws of the United States, Regulation S promulgated by the SEC under the Act and the express provi si ons of the Reg S Subscription Agreement.

  • Each Share Purchase Right may be designated as a Reg S Share Purchase Right or as a Share Purchase Right other than a Reg S Share Purchase Right.

  • To the extent required by the Depositary, each Reg S Temporary Global Note shall bear a legend in substantially the following form: "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).

  • Any Shares issued pursuant to a Reg S Share Purchase Right or the exercise of a Reg S Option shall not be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person prior to the first anniversary of the Acquisition Date.

  • Nonstatutory Stock Options that are not designated as Reg S Options and Share Purchase Rights that are not designated as Reg S Share Purchase Rights may be granted to Service Providers only.


More Definitions of Reg S

Reg S means Regulation S under the Securities Act;
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Reg S means Regulation S under the United States Securities Act of 1933, as amended; REG S NOTES means each Series and Class of Notes that are not US Notes;
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Reg S has the meaning set forth in Section 4.5 (a).
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Reg S. CUSIP: U96828 AC9 ISIN: USU96828AC98 The notes issued under Regulation S hereby will have a different CUSIP and ISIN than the existing Regulation S notes issued on March 16, 2011. Upon completion of the exchange offer, all notes will have the same CUSIP and ISIN number.
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Reg S. 055162433 Reg S: 055162492 Reg S: 055162140 Reg S: 055162336 Reg S: 055162395
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Reg S has the meaning set forth in Section 3.4(k).
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Related to Reg S

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

  • 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.

  • 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):

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

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

  • 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.

  • Dealing on own account means trading against proprietary capital resulting in the conclusion of transactions in one or more financial instruments;

  • Disqualified Non-U.S. Person With respect to a Class R Certificate, any Non-U.S. Person or agent thereof other than (i) a Non-U.S. Person that holds such Class R Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Administrator with an effective IRS Form W-8ECI or other prescribed form or (ii) a Non-U.S. Person that has delivered to both the transferor and the Certificate Administrator an Opinion of Counsel of a nationally recognized tax counsel to the effect that the transfer of such Class R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of such Class R Certificate will not be disregarded for federal income tax purposes under Treasury Regulations Section 1.860G-3.

  • Disqualified Person has the meaning assigned to such term in Section 9.05(f)(ii).

  • 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.

  • Qualified Person means one who, by possession of a recognized degree, certificate, or professional standing, or who by extensive knowledge, training and experience, has successfully demonstrated his ability to solve or resolve problems relating to the subject matter, the work, or the project.

  • Specified US Person means (i) a US citizen or resident individual, (ii) a partnership or

  • Qualified instructor means individuals whose training and experience adequately prepare them to carry out specified training assignments. Interpreting physicians, radiologic technologists, or medical physicists who meet the requirements of 41.6(3) would be considered qualified instructors in their respective areas of mammography. Radiological technologists who meet the requirements of 41.6(3) and have passed a state-approved mammography examination such as the examination given by the American Registry of Radiography Technologists would be considered qualified instructors in their respective areas of mammography. The examination would include, but not necessarily be limited to: breast anatomy and physiology, positioning and compression, quality assurance/quality control techniques, and imaging of patients with breast implants. Other examples of individuals who may be qualified instructors for the purpose of providing training to meet the regulations of this chapter include, but are not limited to, instructors in a post-high school training institution and manufacturers’ representatives.

  • Rule 3a-5 means Rule 3a-5 under the Investment Company Act.

  • REG means Internal Revenue Treasury Regulations.

  • 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.

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

  • Qualified Nurse means a person who holds a valid registration from the Nursing Council of India or the Nursing Council of any state in India.

  • Rule 15c2-12 means Rule 15c2-12 under the Securities Exchange Act of 1934, as amended through the date of this Undertaking, including any official interpretations thereof.

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

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

  • Non-U.S. Person means a Person who is not a U.S. Person.

  • Rule 159A “Rule 405” and “Rule 415” mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

  • 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.

  • New Non-Qualifying Jobs means the number of Non-Qualifying Jobs, as defined in 34 TEXAS ADMIN. CODE Section 9.1051(14), to be created by the Applicant after the Application Approval Date in connection with the project which is the subject of its Application.

  • Exempt Irish Investor for the present purposes means: