Offshore Transactions definition

Offshore Transactions means “offshore transactions” as that term is defined in Rule 902(h) of Regulation S;

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Offshore Transactions. (as such term is defined in Regulation S) pursuant to the resale safe harbor of Rule 904 of Regulation S adopted under the Securities Act;

Offshore Transactions within the meaning of Regulation S and that such Securities have been and will be represented upon issuance by a global security that may not be exchanged for definitive Securities until the expiration of the Restricted Period (as defined in Regulation S) and only upon certification of beneficial ownership of the Securities by a non-U.S. Person or a U.S. person who purchased such Securities in a transaction that was exempt from the registration requirements of the Act.

Examples of Offshore Transactions in a sentence

The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository.
The Classes of Non-Registered Certificates initially sold to non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository.
Notes offered and sold in Offshore Transactions to Non-U.S. Persons (each such term to have the meaning assigned to it in Regulation S under the Securities Act (“Regulation S”)) in reliance on Regulation S will initially be issued as permanent Global Securities (the “Regulation S Global Notes”), without interest coupons, substantially in the form of Exhibit A hereto.
The Loan-Specific Certificates shall not be offered in Offshore Transactions in reliance on Regulation S under the Act.
The Series A Notes offered and sold by such Initial Purchaser pursuant hereto in reliance on Regulation S have been and will be offered and sold only in Offshore Transactions.
It has offered and sold and will offer and sell the Securities only (i) outside the United States in Offshore Transactions in accordance with Rule 903 of Regulation S, or (ii) to, or for the account or benefit of, persons in the United States or U.S. Persons as provided in this Schedule “A”.
This Debenture may not be exercised within the United States and the Shares may not be delivered within the United States upon exercise, other than in connection with offerings deemed to meet the definition of Offshore Transactions pursuant to paragraph (i)(3) of Rule 902 of Regulation S, unless registered under the Act or an exemption from such registration is available.
The Series A Notes offered and sold by the Initial Purchaser pursuant hereto in reliance on Regulation S have been and will be offered and sold only in Offshore Transactions.
It has offered and sold and will offer and sell the Special Warrants only (i) outside the United States in Offshore Transactions in accordance with Rule 903 of Regulation S, or (ii) to, or for the account or benefit of, persons in the United States and U.S. Persons as provided in this Schedule B.
It has offered and sold and will offer and sell the Securities only (i) outside the United States in Offshore Transactions in accordance with Rule 903 of Regulation S, or (ii) in the United States as provided in this Schedule “A”.

More Definitions of Offshore Transactions

Offshore Transactions. AND “UNITED STATES” 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”.

Offshore Transactions. AND "UNITED STATES" 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. EXHIBIT D DTC LEGEND UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED 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 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 A BENEFICIAL INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE ARE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE TRANSFER PROVISIONS OF THE INDENTURE. EXHIBIT E Regulation S Certificate _________, ____ First Union National Bank ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Corporate Trust Administration Re: ▇. ▇▇▇▇▇▇▇▇▇ Enterprises, Inc. 10 1/2% Senior Notes due 2007 (the "Notes") Issued under the Indenture (the "Indenture") dated as as of October 2, 2000 relating to the Notes --------------------------------------------------------- Dear Sirs: Terms are used in this Certificate as used in Regulation S ("Regulation S") under the Securities Act of 1933, as amended (the "Securities Act"), except as otherwise stated herein. [CHECK A OR B AS APPLICABLE.]

Offshore Transactions. (as defined in Regulation S), subject to certain terms and conditions.

Offshore Transactions as defined in Rule 902 of Regulation S ("Regulation S") under the Securities Act of 1933, as amended (the "1933 Act"), to a number of persons, each of whom (a) is outside the United States (the "U.S."), (b) is not a U.S. person, as defined in Regulation S ("U.S. Person"), and (c) is not an affiliate of the Company (as hereinafter defined, an "Affiliate"), up to 6,666,667 shares (the "Shares") of the Company's 8% Cumulative Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"), pursuant to the terms of the Confidential Offering Memorandum dated December 9, 1996 (together with any exhibits, cover letters, amendments and supplements thereto, the "Memorandum") (the "Offering"). The Placement Agent may not be the Company's exclusive sales agent in connection with the Offering, and the Company may make sales directly to investors, engage other placement agents or may engage other qualified broker-dealers ("Selected Dealers") to assist in the Offering. This Placement Agent Agreement ("Agreement") sets forth the understandings and agreements between the Company and the Placement Agent whereby, subject to the terms and conditions herein contained, the Placement Agent will solicit offers and obtain purchases for the Shares. The Placement Agent is not obligated to purchase any Shares. The minimum offering amount will be 2,000,000 Shares (the "Minimum Offering") for US$3,000,000, and the maximum offering amount will be 6,666,667 Shares for US$10,000,000.