Regulation S Shares definition

Regulation S Shares. Shares initially resold by FBR pursuant to the Purchase/Placement Agreement to “non-U.S. persons” (in accordance with Regulation S) in an “offshore transaction” (in accordance with Regulation S).

Regulation S Shares. The Shares initially resold by Stifel pursuant to the Purchase/Placement Agreement to “non-U.S. persons” (in accordance with Regulation S) in an “offshore transaction” (in accordance with Regulation S).

Regulation S Shares means the registered ordinary shares represented by Regulation S GDRs;

Examples of Regulation S Shares in a sentence

• The Rule 144A Shares, the Regulation S Shares and the Regulation D Shares sold pursuant to the terms and conditions of the Purchase Agreement or the Subscription Agreement (as defined in the Purchase Agreement).

• There shall be no transfer of Regulation S GDRs by an owner thereof to a QIB except as aforesaid and unless such owner (i) withdraws Regulation S Shares from the Regulation S Facility in accordance with Clause 3.5 of the Deposit Agreement and (ii) instructs the Depositary to deliver the Shares so withdrawn to the account of the Custodian to be deposited into the Rule 144A Facility for issuance thereunder of Rule 144A GDRs to, or for the account of, such QIB.

• The Depositary will cause itself and the Custodian to establish and maintain two distinct and segregated facilities: (i) a Regulation S Facility in which Regulation S Shares represented by Regulation S GDRs and other Deposited Property relating thereto are deposited and (ii) a Rule 144A Facility in which Rule 144A Shares represented by Rule 144A GDRs and other Deposited Property relating thereto are deposited.

• Shares: The Management Shares, the Rule 144A Shares, the Accredited Investor Shares and the Regulation S Shares.

• If the Company does not file a Registration Statement registering the resale of the Accredited Investor Shares, the Rule 144A Shares and the Regulation S Shares within two hundred ten (210) days after the date of the Initial Offering Memorandum, other than as a result of the Commission being unable to accept such filings (a “Registration Default”), then, for each day the Registration Default continues, each of Xxxxxx X.

More Definitions of Regulation S Shares

Regulation S Shares the common shares of AEGON N.V. defined as the Regulation S Shares in the Underwriting Agreement

Regulation S Shares means any Exchanged Shares issued by Cubist in reliance on Regulation S, which reliance and the need therefor shall be determined by Cubist in its absolute discretion at the time of such sale or issuance and shall be conclusively evidenced by affixing the legends required by Section 7.6(b)(i) hereof.

Regulation S Shares has the meaning given to such term in Section 14(f).

Regulation S Shares. The Shares received upon the conversion of Regulation S Notes.

Regulation S Shares. Shares initially resold by FBR pursuant to the Purchase/Placement Agreement to “non-U.S. persons” (in accordance with Regulation S) in an “offshore transaction” (in accordance with Regulation S). Rule 144: Rule 144 promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule. Rule 144A: Rule 144A promulgated by the Commission pursuant to the Securities Act, as such rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission as a replacement thereto having substantially the same effect as such rule.

Regulation S Shares means any Shares sold or issued by the Company in reliance on Regulation S, which reliance and the need therefor shall be determined by the Corporation in its absolute discretion at the time of such sale or issuance and shall be conclusively evidenced by affixing the legends required by Section 7.2(a) hereof.

Regulation S Shares. Shares initially resold by the Initial Purchaser pursuant to the Offering Purchase Agreement to "non-U.S. persons" (in accordance with Regulation S) in an "offshore transaction" (in accordance with Regulation S).