Offshore Securities definition
Examples of Offshore Securities in a sentence
Accordingly, neither it, nor any of its affiliates or any persons acting on its behalf have engaged or will engage in any directed selling efforts with respect to the Offshore Securities in violation of Regulation S, and all offers and sales of the Offshore Securities by it, any of its affiliates or any persons acting on its or their behalf have occurred or will occur in offshore transactions, as such term is defined in Regulation S.
Relevant Laws: This refers to the Offshore Banking Act and Offshore Banking Act Enforcement Rules; the Regulations Governing Offshore Securities Branches; applicable laws to domestic and overseas exchanges; regulations, charters, announcements and interpretations published or amended by competent authorities, exchanges, settlement instruments and self-regulatory bodies.
If and so long as any Series or Class is listed on any Offshore Securities Market and such Exchange shall so require, any Notice to Investor Certificateholders shall be published in the manner required by such Offshore Securities Market.
The Temporary Offshore Physical Securities will be registered in the name of, and held by, a temporary certificate holder designated by the Initial Purchasers until the later of the completion of the distribution of the Initial Securities and the termination of the "restricted period" (as defined in Regulation S) with respect to the offer and sale of the Initial Securities (the "Offshore Securities Exchange Date").
This Offshore Securities Subscription Agreement may be amended only in writing executed by all parties hereto.
Prior to the Offshore Securities Exchange Date, transfers of beneficial interests in the Offshore Global Security can only be effected through the Depositary in accordance with the requirements of Section 3.7 hereof.
Interest Offering Shares, Backstopped Shares and Backstop Consideration Shares issued in connection with the Share Offering have been, as of the Election Deadline and the Implementation Date, conditionally approved for listing on the TSX or such other Designated Offshore Securities Market acceptable to the Majority Consenting Noteholders, subject only to receipt of customary final documentation.
This Offshore Securities Subscription Agreement is executed in reliance upon the transaction exemption afforded by Regulation S ("Regulation S") as promulgated by the Securities and Exchange Commission ("SEC"), under the Securities Act of 1933, as amended ("1933 Act").
The shares have been acquired for investment purposes and may not be sold, transferred, pledged or otherwise disposed of except in compliance with the registration requirements of the Securities Act and applicable State Laws, or pursuant to applicable exemptions from such registration requirements which may include sale through a Designated Offshore Securities Market.
At any time following the Offshore Securities Exchange Date, upon receipt by the Trustee and the Company of a certificate substantially in the form of Exhibit B hereto, the Company shall execute, and the Trustee shall authenticate and deliver, one or more permanent certificated Securities in registered form substantially in the form set forth in Exhibit A (the "Permanent Offshore Physical Securities"), in exchange for the surrender of Temporary Offshore Global Securities of like tenor and amount.