Regulation S Investor definition

Regulation S Investor. With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate pursuant to Regulation S.
Sample 1Sample 2Sample 3
Regulation S Investor means, with respect to a transferee of a Regulation S Global Note pursuant to Regulation S.
Sample 1Sample 2Sample 3
Regulation S Investor means a transferee of a Regulation S Global Note pursuant to Regulation S.
Sample 1Sample 2Sample 3

Examples of Regulation S Investor in a sentence

  • The Transfer Agent shall only cause the exchange or transfer of any interest in a Rule 144A Global Note for an interest in the corresponding Regulation S Global Note upon provision to the Principal Paying Agent, Registrar and Transfer Agent of a written certification by the transferor substantially in the form set out in Schedule 11 (Form of Regulation S Investor Letter) to the Principal Trust Deed (a “Regulation S Investor Letter”).

  • It is the intent of the foregoing that under no circumstances may an investor that is not a Qualified Institutional Buyer or a Regulation S Investor take delivery in the form of a beneficial interest in a Global Note relating to a Private Note or an Individual Note relating to a Private Note.

  • Each Executing Shareholder has confirmed on the signature page hereto whether such Executing Shareholder is a Regulation D Investor and/or a Regulation S Investor, and such Executing Shareholder represents and warrants that the information set forth in its respective signature page is true and correct.

  • Each Seller has confirmed on the signature page hereto whether such Seller is a Regulation D Investor and/or a Regulation S Investor, and such Seller represents and warrants that the information set forth in its respective signature page is true and correct.

  • The Transfer Agent shall only cause the exchange or transfer of any interest in a Rule 144A Global Note for an interest in the corresponding Regulation S Global Note upon provision to the Principal Paying Agent, Registrar andTransfer Agent of a written certification by the transferor substantially in the form set out in Schedule 11 (Form of Regulation S Investor Letter) to the Principal Trust Deed (a “Regulation S Investor Letter”).

  • Regulation S Investor Questionnaire ___ A certificate of due formation and organization and continued authorization to conduct business in the jurisdiction of its organization (e.g., certificate of good standing).

  • By executing this Subscription Agreement, such Regulation S Investor further represents that such Regulation S Investor does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participations to such person or to any third person in the United States or to a United States resident, with respect to any of such Regulation S Investor’s Shares.

  • The Initial Purchasers have advised the Company that the Initial Purchasers will make offers (the "Exempt Resales") of the Units on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs") and (ii) non-U.S. persons outside the United States in reliance upon Regulation S ("Regulation S") under the Act (each, a "Regulation S Investor").

  • Each Regulation S Investor represents that it is not a U.S. person as such term is defined in Rule 902 promulgated under the Securities Act.

  • The Transfer Agent shall only cause the exchange or transfer of any interest in a Rule 144A Global Registered Note for an interest in the corresponding Regulation S Global Registered Note upon provision to the Principal Paying Agent, Registrar and Transfer Agent of a written certification by the transferor substantially in the form set out in Schedule 10 (Form of Regulation S Investor Letter) to the Principal Trust Deed (a “Regulation S Investor Letter”).


More Definitions of Regulation S Investor

Regulation S Investor has the meaning set forth in Section 3.4(b).
Sample 1Sample 2Sample 3
Regulation S Investor means with respect to a transferee of a Regulation S Global Note, a transferee that acquires such Non-Public Note pursuant to Regulation S.
Sample 1Sample 2
Regulation S Investor. With respect to a transferee of an interest in a Regulation S Book-Entry Certificate, a transferee that acquires such interest pursuant to Regulation S.
Sample 1
Regulation S Investor means a Company Stockholder who (i) is not a U.S. person within the meaning of SEC Rule 902 of Regulation S, as presently in effect, and is not acquiring the Parent Ordinary Shares for the account or benefit of any U.S. person, (ii) agrees to resell the Parent Ordinary Shares only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration and agrees not to engage in hedging transactions with regard to such Parent Ordinary Shares unless in compliance with the Securities Act, (iii) agrees that any certificates for any Parent Ordinary Shares issued to such Company Stockholder shall contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration and agrees not to engage in hedging transactions with regard to such Parent Ordinary Shares unless in compliance with the Securities Act, and (iv) agrees that the Company is required to refuse to register any transfer of any Parent Ordinary Shares issued to such Company Stockholder not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration.
Sample 1
Regulation S Investor means the holder of a beneficial interest in a Regulation S Global Note.
Sample 1
Regulation S Investor has the meaning set forth in Section 5.06(b).
Sample 1

Related to Regulation S Investor

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

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

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

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

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

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

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

  • Regulation S Global Securities Appendix A

  • 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.

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

  • Rule 144A Global Certificate With respect to any Class of Book-Entry Certificates, a single global Certificate, or multiple global Certificates collectively, registered in the name of the Depository or its nominee, in definitive, fully registered form without interest coupons, each of which Certificates bears a Qualified Institutional Buyer CUSIP number and does not bear a Regulation S Legend.

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

  • Regulation S Note As defined in Section 5.2(c)(ii).

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

  • Unlegended Regulation S Global Note means a permanent Global Note in the form of Exhibit A bearing the Global Note Legend, deposited with or on behalf of and registered in the name of the Depositary or its nominee and issued upon expiration of the Restricted Period.

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

  • Regulation S Temporary Global Certificate means, with respect to any Class of Certificates offered and sold outside of the United States in reliance on Regulation S, a single temporary global Certificate, in definitive, fully registered form without interest coupons.

  • Rule 144A Global Note has the meaning assigned to it in Section 2.1(d).

  • Rule 144A Global Notes has the meaning set forth in Section 4.2(b)(i) of the Series 2018-1 Supplement.

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

  • Rule 144A Global Certificates As defined in Section 5.02(c)(ii) of this Agreement.

  • 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.