Offshore Purchaser definition

Offshore Purchaser means a Purchaser that is a Purchaser purchasing Securities in an “offshore transaction” (as defined in Rule 902(h) of Regulation S) pursuant to Regulation S and that executes a Regulation S Certificate (as defined below).
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Offshore Purchaser has the meaning ascribed to such term in the Securities Purchase Agreement.
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Offshore Purchaser means a Purchaser that is not a resident of any province or territory of Canada or the United States;
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Examples of Offshore Purchaser in a sentence

  • Certificates representing the Shares issued to Offshore Purchasers will bear the legend set forth in the Offshore Purchaser Questionnaire and such securities will be subject to the terms and restrictions set forth therein.

  • For the avoidance of doubt, the Offshore Purchaser shall be entitled to all undistributed profits of the Offshore Company attaching to the Shares at and after the Closing Date.

  • The Offshore Purchaser is not a “U.S. person” as defined under Rule 902(o) of Regulation S under the Securities Act.

  • The offer and sale of the Units by the Company to the Offshore Purchaser is being made pursuant to the exclusion from the registration requirements of the U.S. Securities Act provided by Rule 903 of Regulation S.

  • The Offshore Purchaser is a global business corporation duly organized, validly existing and in good standing under the Laws of Mauritius.

  • The offer and sale of the Units by the Company to the Offshore Purchaser (the “Offshore Offering”) shall be completed pursuant to the terms and conditions set forth in Appendix B hereto.

  • Warrants issued to the Offshore Purchaser shall be governed by the terms and conditions in the form of Warrants attached in Schedule A hereto and as generally described in Appendix B hereto.

  • The Offshore Purchaser is not acquiring the Securities for the account or benefit of any U.S. person.

  • None of the Company, its Subsidiaries, their affiliates and any Person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of any of the Securities to be issued to the Offshore Purchaser under the U.S. Securities Act or cause the offering of the Securities to be integrated with other offerings for purposes of any such applicable stockholder approval provisions.

  • Both the Onshore Purchaser and the Offshore Purchaser have the legal right, and full power and authority, and have taken all acts necessary, to execute, deliver and exercise their rights, and perform their obligations, under this Agreement and each of the Transaction Documents to be executed at or before the Closing.


More Definitions of Offshore Purchaser

Offshore Purchaser shall have the meaning ascribed to such term in the first paragraph of this Agreement.
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Related to Offshore Purchaser

  • Offshore Transaction Any “offshore transaction” as defined in Rule 902(h) of Regulation S.

  • U.S. Purchaser means any purchaser of the Offered Securities that is, or is acting for the account or benefit of, a person in the United States, or any person offered the Offered Securities in the United States.

  • Qualified Institutional Buyers as defined in Rule 144A. It is aware that the sale of the Privately Offered Certificates is being made in reliance on its continued compliance with Rule 144A. It is aware that the transferor may rely on the exemption from the provisions of Section 5 of the Act provided by Rule 144A. The undersigned understands that the Privately Offered Certificates may be resold, pledged or transferred only to (i) a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance in Rule 144A, or (ii) an institutional "accredited investor," as such term is defined under Rule 501 of the Act in a transaction that otherwise does not constitute a public offering. The undersigned agrees that if at some future time it wishes to dispose of or exchange any of the Privately Offered Certificates, it will not transfer or exchange any of the Privately Offered Certificates to a Qualified Institutional Buyer without first obtaining a Rule 144A and Related Matters Certificate in the form hereof from the transferee and delivering such certificate to the addressees hereof. Prior to making any transfer of Privately Offered Certificates, if the proposed Transferee is an institutional "accredited investor," the transferor shall obtain from the transferee and deliver to the addressees hereof an Investment Letter in the form attached to the Pooling and Servicing Agreement, dated as of November 1, 2004, among Structured Asset Mortgage Investments II Inc., ▇▇▇▇▇ Fargo Bank, N.A., EMC Mortgage Corporation and U.S. Bank National Association, as Trustee, pursuant to Certificates were issued. The undersigned certifies that it either: (i) is not acquiring the Privately Offered Certificate directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) is providing a representation or an opinion of counsel to the effect that the proposed transfer and holding of a Privately Offered Certificate and the servicing, management and operation of the Trust and its assets: (I) will not result in any prohibited transaction which is not covered under a prohibited transaction exemption, including, but not limited to, Prohibited Transaction Exemption ("PTE") 84-14, ▇▇▇ ▇▇-▇▇, ▇▇▇ ▇▇-▇, ▇▇▇ ▇▇-▇▇, ▇▇▇ ▇▇-▇▇ and (II) will not give rise to any additional obligations on the part of the Depositor, the Master Servicer, the Securities Administrator or the Trustee or (iii) has attached hereto the opinion specified in Section 5.07 of the Agreement. If the Purchaser proposes that its Certificates be registered in the name of a nominee on its behalf, the Purchaser has identified such nominee below, and has caused such nominee to complete the Nominee Acknowledgment at the end of this letter. Name of Nominee (if any):

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

  • Qualified Institutional Buyer means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.