Regulation S Investment Letter definition

Regulation S Investment Letter. As defined in Section 5.02(b).
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Examples of Regulation S Investment Letter in a sentence

  • Each Non-U.S. Holder shall have in a timely manner provided SAFLINK with such representations, warranties, certifications and additional information (including the Regulation S Investment Letter) as SAFLINK may reasonably request to ensure that the issuance of SAFLINK Common Stock to the Non-U.S. Holders shall be exempt from registration under the Securities Act pursuant to Rule 903 of Regulation S promulgated under the Securities Act.

  • In order to establish the availability of the safe harbor from the registration requirements of the Securities Act for each issuance of Pubco Shares to each Selling Shareholder, Priveco will deliver to Pubco on Closing, a Regulation S Investment Letter executed by each Selling Shareholder in accordance with Rule 903 of Regulation S of the Securities Act in the form of the Certificate of Non-U.S. Shareholder attached hereto as Schedule 3.

Related to Regulation S Investment Letter

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

  • Investment Letter shall have the meaning specified in subsection 9.07(a).

  • Regulation S Securities means all Initial Securities offered and sold outside the United States in reliance on Regulation S.

  • Regulation S-X means Regulation S-X under the Securities Act.

  • Regulation S Global Certificate With respect to any Class of Book-Entry Non-Registered Certificates offered and sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S, a single global Certificate, or multiple global Certificates collectively, in definitive, fully registered form without interest coupon, each of which Certificates bears a Regulation S Legend.

  • Regulation S Global Covered Bond means a Registered Global Covered Bond representing Covered Bonds sold outside the United States in reliance on Regulation S;

  • Regulation S Global Securities Appendix A

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

  • Regulation S Global Note means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate.

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

  • Regulation S Global Notes means, collectively, the Temporary Regulation S Global Notes and the Permanent Regulation S Global Notes.

  • Securities Lending Agreement means an agreement under which a local agency agrees to transfer securities to a borrower who, in turn, agrees to provide collateral to the local agency. During the term of the agreement, both the securities and the collateral are held by a third party. At the conclusion of the agreement, the securities are transferred back to the local agency in return for the collateral.

  • Regulation S Global Certificates As defined in Section 5.02(c)(i) of this Agreement.

  • Permanent Regulation S Global Note shall have the meaning specified in Section 2.1(d).

  • Rule 144A Letter As defined in Section 5.02(b).

  • Regulation S Permanent Global Certificate means any single permanent global Certificate, in definitive, fully registered form without interest coupons received in exchange for a Regulation S Temporary Global Certificate.

  • Regulation S-T means Regulation S-T of the Commission.

  • Regulation S Global Security The meaning specified in Section 3.01(c).

  • Securities Financing Transactions Regulation means Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) No 648/2012;

  • Regulation S Certificate means a certificate substantially in the form of Exhibit E hereto.

  • Investment Agreements has the meaning set forth in the Recitals.

  • Regulation S Permanent Global Note means a permanent Global Note in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

  • Legended Regulation S Global Note means a Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount at maturity of the Notes initially sold in reliance on Rule 903 of Regulation S.

  • Regulation S Permanent Global Security means a permanent global Security in the form of Exhibit A hereto bearing the Global Security Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Security upon expiration of the Restricted Period.

  • Rule 144A Global Covered Bond means a Registered Global Covered Bond representing Covered Bonds sold in the United States to QIBs in reliance on Rule 144A;

  • Investment Agreement shall have the meaning set forth in the Recitals hereto.