Common use of Qualified Purchasers Clause in Contracts

Qualified Purchasers. The Placement Agent has not offered or sold, and will not arrange for the offer or sale of, the Preferred Securities except (i) to those the Placement Agent reasonably believes are "accredited investors" (within the meaning of Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S or (iii) in any other manner that does not require registration of the Preferred Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act and (b) future transfers of the Preferred Securities will not be made except in compliance with applicable securities laws.

Appears in 2 contracts

Sources: Placement Agreement (Capital City Bank Group Inc), Placement Agreement (Mercantile Bank Corp)

Qualified Purchasers. The Placement Agent has not offered or sold, and will not arrange for the offer or sale of, the Preferred Securities except (i) to those the Placement Agent reasonably believes are "accredited investors" (within the meaning of Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S or (iii) in any other manner that does not require registration of the Preferred Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act and (b) future transfers of the Preferred Securities will not be made except in compliance with applicable securities laws.

Appears in 2 contracts

Sources: Placement Agreement (Arrow Financial Corp), Placement Agreement (Iberiabank Corp)

Qualified Purchasers. The Placement Agent has not offered or sold, sold and will not arrange for the offer or sale of, of the Preferred Capital Securities except (ia) to those the Placement Agent reasonably believes are "accredited investors" (“qualified purchasers” within the meaning of Section 2(a)(51) of the Investment Company Act and (b)(i) to those the Placement Agent reasonably believes are institutional “accredited investors” (as defined in Rule 501 501(a)(1), (2), (3) or (7) of Regulation D), ) and (ii) in an offshore transaction complying with Rule 903 of Regulation S or (iii) in any other manner that does not require registration of the Preferred Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser respective purchaser is aware that (ay) such sale is being made in reliance on an exemption under the Securities Act and (bz) future transfers of the Preferred Capital Securities will not be made except in compliance with applicable securities laws.

Appears in 2 contracts

Sources: Placement Agreement (Capstead Mortgage Corp), Placement Agreement (Capstead Mortgage Corp)

Qualified Purchasers. The Placement Agent has not offered or sold, sold and -------------------- will not arrange for the offer or sale of, of the Preferred Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (within the meaning of as defined in Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S or (iii) in any other manner that does not require registration of the Preferred Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act and (b) future transfers of the Preferred Capital Securities will not be made except in compliance with applicable securities laws.

Appears in 2 contracts

Sources: Placement Agreement (Florida Banks Inc), Placement Agreement (Florida Banks Inc)

Qualified Purchasers. The Each Placement Agent has not offered or sold, sold and will not arrange for the offer or sale of, of the Preferred Capital Securities except (i) to those the Placement Agent reasonably believes are "accredited investors" (within the meaning of Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S S, or (ii) to those such Placement Agent reasonably believes are "accredited investors" (as defined in Rule 501 of Regulation D), or (iii) in any other manner that does not require registration of the Preferred Capital Securities under the Securities Act. In connection with each such sale, the each Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act Act, and (b) future transfers of the Preferred Capital Securities will not be made except in compliance with applicable securities laws.

Appears in 2 contracts

Sources: Placement Agreement (Pxre Group LTD), Placement Agreement (Pxre Group LTD)

Qualified Purchasers. The Placement Agent has not offered or sold, sold and will not arrange for the offer or sale of, of the Preferred Capital Securities except (i) to those the Placement Agent reasonably believes are "accredited investors" (within the meaning of Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S S, or (ii) to those the Placement Agent reasonably believes are “accredited investors” (as defined in Rule 501 of Regulation D), or (iii) in any other manner that does not require registration of the Preferred Capital Securities under the Securities Act. In in connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act and (b) future transfers of the Preferred Capital Securities will not be made except in compliance with applicable securities laws.

Appears in 1 contract

Sources: Placement Agreement (United Bancshares Inc/Oh)

Qualified Purchasers. The Placement Agent has not offered or sold, sold and will not arrange for the offer or sale of, of the Preferred Capital Securities except (i) to those the Placement Agent reasonably believes are "accredited investors" (within the meaning of as defined in Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S S, or (iii) in any other manner that does not require registration of the Preferred Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is Purchasers are aware that (a) such sale is being made in reliance on an exemption under the Securities Act and (b) future transfers of the Preferred Capital Securities will not be made except in compliance with applicable securities laws.

Appears in 1 contract

Sources: Placement Agreement (Taylor Capital Group Inc)

Qualified Purchasers. The Placement Agent has not offered or sold, sold -------------------- and will not arrange for the offer or sale of, of the Preferred Capital Securities except (i) to those the Placement Agent reasonably believes are "accredited investors" (within the meaning of as defined in Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S S, or (iii) in any other manner that does not require registration of the Preferred Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser purchasers is aware that (a) such sale is being made in reliance on an exemption under the Securities Act and (b) future transfers of the Preferred Capital Securities will not be made except in compliance with applicable securities laws.

Appears in 1 contract

Sources: Placement Agreement (First Banks Inc)

Qualified Purchasers. The Placement Agent has not offered or sold, sold and will not arrange for the offer or sale of, of the Preferred Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (within the meaning of as defined in Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S or (iii) in any other manner that does not require registration of the Preferred Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that (a) the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act and (b) future transfers of the Preferred Capital Securities will not be made except in compliance with applicable securities laws.

Appears in 1 contract

Sources: Placement Agreement (First Financial Bancorp /Ca/)

Qualified Purchasers. The Placement Agent has not offered or sold, sold and will not arrange for the offer or sale of, of the Preferred Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (within the meaning of as defined in Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S or (iii) in any other manner that does not require registration of the Preferred Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act and (b) future transfers of the Preferred Securities will not be made except in compliance with applicable securities laws.

Appears in 1 contract

Sources: Placement Agreement (City Savings Financial Corp)

Qualified Purchasers. The Placement Agent has not offered or sold, and will not arrange for the offer or sale of, the Preferred Securities except (i) to those the Placement Agent reasonably believes are institutional "accredited investors" (within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 of Regulation D), ) or (ii) in an offshore transaction complying with Rule 903 of Regulation S or (iii) in any other manner that does not require registration of the Preferred Securities under the Securities Act. S. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act and (b) future transfers of the Preferred Securities will may not be made except in compliance with applicable securities laws.

Appears in 1 contract

Sources: Placement Agreement (Community Shores Bank Corp)

Qualified Purchasers. The Placement Agent has not offered or sold, sold and -------------------- will not arrange for the offer or sale of, of the Preferred Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (within the meaning of as defined in Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S or (iii) in any other manner that does not require registration of the Preferred Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that (a) the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act and (b) future transfers of the Preferred Securities will not be made except in compliance with applicable securities lawsare subject to certain restrictions.

Appears in 1 contract

Sources: Placement Agreement (Florida Banks Inc)

Qualified Purchasers. The Placement Agent has not offered or sold, -------------------- sold and will not arrange for the offer or sale of, of the Preferred Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (within the meaning of as defined in Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S or (iii) in any other manner that does not require registration of the Preferred Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act and (b) future transfers of the Preferred Capital Securities will not be made except in compliance with applicable securities laws.

Appears in 1 contract

Sources: Placement Agreement (First Banks, Inc)

Qualified Purchasers. The Placement Agent has not offered or sold, sold and will not arrange for the offer or sale of, of the Preferred Capital Securities except (i) to those the Placement Agent reasonably believes are "accredited investors" (within the meaning of as defined in Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S S, or (iii) in any other manner that does not require registration of the Preferred Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser purchasers is aware that (a) such sale is being made in reliance on an exemption under the Securities Act and (b) future transfers of the Preferred Capital Securities will not be made except in compliance with applicable securities laws.

Appears in 1 contract

Sources: Placement Agreement (Ameris Bancorp)

Qualified Purchasers. The Placement Agent has not offered or sold, sold and will not arrange for the offer or sale of, of the Preferred Capital Securities except (i) in an offshore transaction complying with Rule 903 of Regulation S, or (ii) to those the Placement Agent reasonably believes are "accredited investors" (within the meaning of as defined in Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S or (iii) in any other manner that does not require registration of the Preferred Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that (a) the Purchaser is aware that (a) such sale is being made in reliance on an exemption under the Securities Act and (b) future transfers of the Preferred Capital Securities will not be made except in compliance with applicable securities laws.. Center Bancorp, Inc./Placement Agreement/Floating Rate

Appears in 1 contract

Sources: Placement Agreement (Center Bancorp Inc)

Qualified Purchasers. The Placement Agent has not offered or sold, --------------------- sold and will not arrange for the offer or sale of, of the Preferred Capital Securities except (i) to those the Placement Agent reasonably believes are "accredited investors" (within the meaning of as defined in Rule 501 of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S S, or (iii) in any other manner that does not require registration of the Preferred Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the Purchaser purchasers is aware that (a) such sale is being made in reliance on an exemption under the Securities Act and (b) future transfers of the Preferred Capital Securities will not be made except in compliance with applicable securities laws.

Appears in 1 contract

Sources: Placement Agreement (First Banks, Inc)