Regulation S Investor definition

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

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Regulation S Investor means, with respect to a transferee of a Regulation S Global Note pursuant to Regulation S.

Regulation S Investor has the meaning set forth in Section 3.4(b).

Examples of Regulation S Investor in a sentence

• The Transfer Agent shall only cause the exchange or transfer of any interest in a Rule 144A Global Note for an interest in the corresponding Regulation S Global Note upon provision to the Principal Paying Agent, Registrar and Transfer Agent of a written certification by the transferor substantially in the form set out in Schedule 11 (Form of Regulation S Investor Letter) to the Principal Trust Deed (a “Regulation S Investor Letter”).

• It is the intent of the foregoing that under no circumstances may an investor that is not a Qualified Institutional Buyer or a Regulation S Investor take delivery in the form of a beneficial interest in a Global Note relating to a Private Note or an Individual Note relating to a Private Note.

• Each Seller has confirmed on the signature page hereto whether such Seller is a Regulation D Investor and/or a Regulation S Investor, and such Seller represents and warrants that the information set forth in its respective signature page is true and correct.

• Each Executing Shareholder has confirmed on the signature page hereto whether such Executing Shareholder is a Regulation D Investor and/or a Regulation S Investor, and such Executing Shareholder represents and warrants that the information set forth in its respective signature page is true and correct.

• By executing this Subscription Agreement, such Regulation S Investor further represents that such Regulation S Investor does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participations to such person or to any third person in the United States or to a United States resident, with respect to any of such Regulation S Investor’s Shares.

• The Initial Purchasers have advised the Company that the Initial Purchasers will make offers (the "Exempt Resales") of the Units on the terms set forth in the Offering Memorandum, as amended or supplemented, solely to (i) persons whom the Initial Purchasers reasonably believe to be "qualified institutional buyers," as defined in Rule 144A under the Act ("QIBs") and (ii) non-U.S. persons outside the United States in reliance upon Regulation S ("Regulation S") under the Act (each, a "Regulation S Investor").

• The Transfer Agent shall only cause the exchange or transfer of any interest in a Rule 144A Global Note for an interest in the corresponding Regulation S Global Note upon provision to the Principal Paying Agent, Registrar andTransfer Agent of a written certification by the transferor substantially in the form set out in Schedule 11 (Form of Regulation S Investor Letter) to the Principal Trust Deed (a “Regulation S Investor Letter”).

• Regulation S Investor Questionnaire ___ A certificate of due formation and organization and continued authorization to conduct business in the jurisdiction of its organization (e.g., certificate of good standing).

• Each Selling Shareholder has confirmed on the signature page hereto whether such Selling Shareholder is a Regulation D Investor and/or a Regulation S Investor, and such Selling Shareholder represents and warrants that the information set forth on its respective signature page is true and correct.

• The Transfer Agent shall only cause the exchange or transfer of any interest in a Rule 144A Global Note for an interest in the corresponding Regulation S Global Note upon provision to the Principal Paying Agent, Registrar and Transfer Agent of a written certification by the transferor substantially in theform set out in Schedule 11 (Form of Regulation S Investor Letter) to the Principal Trust Deed (a “Regulation S Investor Letter”).

More Definitions of Regulation S Investor

Regulation S Investor means with respect to a transferee of a Regulation S Global Note, a transferee that acquires such Non-Public Note pursuant to Regulation S.

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

Regulation S Investor means a Company Stockholder who (i) is not a U.S. person within the meaning of SEC Rule 902 of Regulation S, as presently in effect, and is not acquiring the Parent Ordinary Shares for the account or benefit of any U.S. person, (ii) agrees to resell the Parent Ordinary Shares only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration and agrees not to engage in hedging transactions with regard to such Parent Ordinary Shares unless in compliance with the Securities Act, (iii) agrees that any certificates for any Parent Ordinary Shares issued to such Company Stockholder shall contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration and agrees not to engage in hedging transactions with regard to such Parent Ordinary Shares unless in compliance with the Securities Act, and (iv) agrees that the Company is required to refuse to register any transfer of any Parent Ordinary Shares issued to such Company Stockholder not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an available exemption from registration.

Regulation S Investor has the meaning set forth in Section 5.06(b).

Regulation S Investor means the holder of a beneficial interest in a Regulation S Global Note.