Regulation S Security Sample Clauses
The Regulation S Security clause defines that a particular security offering is being made in compliance with Regulation S under the U.S. Securities Act of 1933, which governs offers and sales of securities outside the United States to non-U.S. persons. In practice, this clause typically specifies that the securities cannot be offered, sold, or delivered within the United States or to U.S. persons, and may require certain legends or restrictions on transfer to ensure compliance. Its core function is to ensure that the offering remains exempt from U.S. registration requirements by clearly delineating the regulatory boundaries and responsibilities for both issuers and investors.
Regulation S Security. Such Initial Purchaser agrees that the Series A Notes offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903(b)(3) of the Act and only upon certification of beneficial ownership of such Series A Notes by non-U.S. persons or U.S. persons who purchased such Series A Notes in transactions that were exempt from the registration requirements of the Act.
Regulation S Security. Any Security issued, sold or otherwise transferred hereunder pursuant to Regulation S shall bear a legend in substantially the following form and transfers thereof, or any beneficial interests therein, may not be made except in compliance with the restrictions specified in such legend:
Regulation S Security. Upon receipt by the Trustee, as Transfer Agent, at its office in The City of New York of