Offshore Transaction definition

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

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Offshore Transaction means “offshore transaction” as that term is defined in Regulation S;

Offshore Transaction. UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS. Each Global Certificate shall bear the following legend on the face thereof: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 3.05 AND 3.06 OF THE PASS THROUGH TRUST AGREEMENT REFERRED TO HEREIN.

Examples of Offshore Transaction in a sentence

• A Security may be transferred only to the Depositary or to another Person if both (i) such Person is a Qualified Purchaser and (ii) such transfer is (x) to a Qualified Institutional Buyer in compliance with Rule 144A, (y) in an Offshore Transaction (as defined in Rule 9012) in compliance with Rule 903 or Rule 904, or (z) to an Institutional Accredited Investor in a private placement.

• Offshore Transaction : • The negotiation, execution, delivery or performance of the Transaction Document and the granting of the Option are undertaken by the Grantor, the Holder and Calculation Agent outside of Taiwan and Hong Kong.

• It has not offered or sold, and will not offer or sell, any Securities except in an Offshore Transaction in accordance with Rule 903 of Regulation S or in the United States to Qualified Institutional Buyers pursuant to Rule 144A or to a limited number of U.S. Institutional Accredited Investors pursuant to Rule 506(b) of Regulation D, which U.S. Institutional Accredited Investors will purchase Securities from the Company in accordance with this Underwriting Agreement.

• In connection with offers and sales of Offered Securities outside the United States and not to, or for the account or benefit of, U.S. Persons, the Corporation, its affiliates, and any person acting on its or their behalf (other than the Underwriter, any U.S. Selling Group Member and any person acting on their behalf, as to whom no representation, warranty, covenant or agreement is made) have complied and will comply with the requirements for an Offshore Transaction in respect of such Offered Securities.

• Anything to the contrary herein notwithstanding, a Security may be transferred only to the Depositary or to any other Person if both (i) such Person is a Qualified Purchaser and (ii) either such transfer is (x) to a QIB in compliance with Rule 144A, (y) an Institutional Accredited Investor or (z) in an Offshore Transaction (as defined in Rule 902) in compliance with Rule 903 or Rule 904.

More Definitions of Offshore Transaction

Offshore Transaction. The meaning specified in Regulation S.

Offshore Transaction means an "offshore transaction" as that term is defined in Rule 902(h) of Regulation S;

Offshore Transaction. UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS."

Offshore Transaction. UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

Offshore Transaction means “offshore transaction” as that term is defined in Rule 902(h) of Regulations S; Regulation D means Regulation D promulgated under the U.S. Securities Act; Regulation S means Regulation S promulgated under the U.S. Securities Act; Substantial US Market Interest means “substantial U.S. market interest” as that term is defined in Rule 902(i) of Regulation S; and

Offshore Transaction means an offer and sale of securities in which:

Offshore Transaction. UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF AN INTEREST IN THIS GLOBAL RECEIPT IN VIOLATION OF THE FOREGOING RESTRICTIONS. THE CHASE MANHATTAN BANK, AS DEPOSITARY GLOBAL RECEIPT representing ___% SENIOR NOTES DUE 2008 CUSIP NO. of TERRA NOVA INSURANCE (UK) HOLDINGS PLC (Incorporated under the laws of England) Guaranteed by TERRA NOVA (BERMUDA) HOLDINGS LTD. (Incorporated under the laws of Bermuda) THE CHASE MANHATTAN BANK, a New York banking corporation, as depositary (the "Depositary"), hereby certifies that Cede & Co., as the nominee of The Depository Trust Company, is the registered owner of this Global Receipt representing a 100% interest in a global note in bearer form representing $100,000,000 (less the principal amount, if any, of any outstanding Regulation S Global Note (as defined in the Indenture) and any Definitive Senior Notes evidencing such Notes, as reflected in the records of the Trustee) aggregate principal amount of ___% Senior Notes due 2008 (the "Senior Notes") of Terra Nova Insurance (UK) Holdings plc (the "Company"), which Senior Notes are fully and unconditionally guaranteed by Terra Nova (Bermuda) Holdings Ltd. (the "Guarantor"). The Senior Notes were issued pursuant to an Indenture (the "Indenture"), dated as of May 18, 1998, among the Company, the Guarantor and The Chase Manhattan Bank, as Trustee. THE CHASE MANHATTAN BANK, as Depositary By:_______________________________ Authorized Signatory The address of the Depositary's office is ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Exhibit B --------- [FORM OF REGULATION S GLOBAL RECEIPT] UNLESS THIS GLOBAL RECEIPT IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE DEPOSITARY UNDER THE DEPOSIT AND CUSTODY AGREEMENT DATED AS OF MAY 18, 1998 AMONG THE CHASE MANHATTAN BANK, AS DEPOSITARY, CHASE MANHATTAN BANK LUXEMBOURG S.A., AS CUSTODIAN, THE CHASE MANHATTAN BANK, AS TRUSTEE, TERRA NOVA INSURANCE (UK) HOLDINGS PLC, AND TERRA NOVA (BERMUDA) HOLDINGS LTD FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY GLOBAL RECEIPT ISSUED IS REGISTERED IN THE NAME CEDE & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED...