Qualified Purchasers. The Placement Agent has not offered or sold and will not arrange for the offer or sale of the Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, and (b) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.
Appears in 8 contracts
Samples: Subscription Agreement (Penn America Group Inc), Subscription Agreement (American Physicians Capital Inc), Placement Agreement (Tower Group, Inc.)
Qualified Purchasers. The Placement Agent has not offered or sold and will not arrange for the offer or sale of the Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, Act and (b) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.
Appears in 7 contracts
Samples: Subscription Agreement (Coast Bancorp/Ca), Subscription Agreement (Merchants Bancshares Inc), Subscription Agreement (Exchange National Bancshares Inc)
Qualified Purchasers. The Placement Agent has not offered or sold and will not arrange for the offer or sale of the Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "“accredited investors" ” (as defined in Rule 501 of Regulation D), or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, Act and (b) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.
Appears in 3 contracts
Samples: Subscription Agreement (Sterling Financial Corp /Pa/), Subscription Agreement (Community Financial Shares Inc), Subscription Agreement (Hudson United Bancorp)
Qualified Purchasers. The Each Placement Agent has not offered or sold and will not arrange for the offer or sale of the Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the such Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, the each Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, and (b) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.
Appears in 2 contracts
Samples: Placement Agreement (Pxre Group LTD), Subscription Agreement (Pxre Group LTD)
Qualified Purchasers. The Placement Agent has not offered or sold and -------------------- will not arrange for the offer or sale of the Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, Act and (b) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.
Appears in 2 contracts
Samples: Subscription Agreement (Florida Banks Inc), Placement Agreement (Florida Banks Inc)
Qualified Purchasers. The Placement Agent has not offered or sold sold, and will not arrange for the offer or sale of of, the Capital Preferred Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (as defined in within the meaning of Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S or (iii) in any other manner that does not require registration of the Capital Preferred Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, Act and (b) future transfers of the Capital Preferred Securities will not be made except in compliance with applicable securities laws.
Appears in 2 contracts
Samples: Placement Agreement (Mercantile Bank Corp), Placement Agreement (Capital City Bank Group Inc)
Qualified Purchasers. The Placement Agent has not offered or sold and will not arrange for the offer or sale of the Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (iia) to those the Placement Agent reasonably believes are "“qualified purchasers” within the meaning of Section 2(a)(51) of the Investment Company Act and (b)(i) to those the Placement Agent reasonably believes are institutional “accredited investors" ” (as defined in Rule 501 501(a)(1), (2), (3) or (7) of Regulation D), or ) and (iiiii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser respective purchaser is aware that (ay) such sale is being made in reliance on an exemption under the Securities Act, Act and (bz) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.
Appears in 2 contracts
Samples: Subscription Agreement (Capstead Mortgage Corp), Subscription Agreement (Capstead Mortgage Corp)
Qualified Purchasers. The Placement Agent has not offered or sold sold, and will not arrange for the offer or sale of of, the Capital Preferred Securities except (i) to those the Placement Agent reasonably believes are “accredited investors” (within the meaning of Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), S or (iii) in any other manner that does not require registration of the Capital Preferred Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, Act and (b) future transfers of the Capital Preferred Securities will not be made except in compliance with applicable securities laws.
Appears in 2 contracts
Samples: Placement Agreement (Arrow Financial Corp), Placement Agreement (Iberiabank Corp)
Qualified Purchasers. The Placement Agent has not offered or sold and will not arrange for the offer or sale of the Capital Securities except (i) to those the Placement Agent reasonably believes are “accredited investors” (as defined in Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser purchasers is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, Act and (b) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.
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Qualified Purchasers. The Placement Agent has not offered or -------------------- sold and will not arrange for the offer or sale of the Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, Act and (b) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.
Appears in 1 contract
Qualified Purchasers. The Placement Agent has not offered or sold and will not arrange for the offer or sale of the Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, Act and (b) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.
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Qualified Purchasers. The Placement Agent has not offered or sold and will not arrange for the offer or sale of the Capital Securities and Common Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), or (iiiii) in any other manner that does not require registration of the Capital Securities or Common Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, Act and (b) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.
Appears in 1 contract
Samples: Subscription Agreement (MFB Corp)
Qualified Purchasers. The Placement Agent has not offered or sold and will not arrange for the offer or sale of the Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that (a) the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, Act and (b) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.
Appears in 1 contract
Qualified Purchasers. The Placement Agent has not offered or sold -------------------- and will not arrange for the offer or sale of the Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S, or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser purchasers is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, Act and (b) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.
Appears in 1 contract
Qualified Purchasers. The Placement Agent has not offered or --------------------- sold and will not arrange for the offer or sale of the Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S, or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser purchasers is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, Act and (b) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.
Appears in 1 contract
Qualified Purchasers. The Placement Agent has not offered or sold sold, and will not arrange for the offer or sale of of, the Capital Preferred Securities except (i) to those the Placement Agent reasonably believes are institutional "accredited investors" (within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 of Regulation D) or (ii) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. S. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, Act and (b) future transfers of the Capital Preferred Securities will may not be made except in compliance with applicable securities laws.
Appears in 1 contract
Qualified Purchasers. The Placement Agent has not offered or sold and -------------------- will not arrange for the offer or sale of the Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that (a) the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, Act and (b) future transfers of the Capital Securities will not be made except in compliance with applicable securities lawsare subject to certain restrictions.
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Qualified Purchasers. The Placement Agent has not offered or sold and will not arrange for the offer or sale of the Capital Securities except (i) to those the Placement Agent reasonably believes are “accredited investors” (as defined in Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is Purchasers are aware that (a) such sale is being made in reliance on an exemption under the Securities Act, Act and (b) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.
Appears in 1 contract
Qualified Purchasers. The Placement Agent has not offered or sold and will not arrange for the offer or sale of the Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that (a) the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, Act and (b) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.. Center Bancorp, Inc./Placement Agreement/Floating Rate
Appears in 1 contract
Qualified Purchasers. The Placement Agent has not offered or sold and will not arrange for the offer or sale of the Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "“accredited investors" ” (as defined in Rule 501 of Regulation D), or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In in connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act, Act and (b) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.
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