Common use of Rule 904 Transfers Clause in Contracts

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (i) the Owner is not a distributor of the Securities, an affiliate of the Company or any such distributor or a person acting in behalf of any of the foregoing; (ii) the offer of the Specified Securities was not made to a person in the United States; (iii) either; (A) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or (B) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the Association of International Bond Dealers, or another designated offshore securities market and neither the Owner nor any person acting on its behalf know that the transaction has been prearranged with a buyer in the United States; (iv) no directed selling efforts within the meaning of Rule 902 of Regulation S have been made in the United States by or on behalf of the Owner or any affiliate thereof; and (v) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 5 contracts

Sources: Junior Subordinated Indenture (Mason Dixon Capital Trust Ii), Junior Subordinated Indenture (PNC Capital Trust F), Junior Subordinated Indenture (American Bancshares Inc \Fl\)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (iA) the Owner is not a distributor of the Securities, an affiliate of the Company Depositor or the Trust or any such distributor or a person acting in on behalf of any of the foregoing; (iiB) the offer of the Specified Securities was not made to a person in the United States; (iiiC) either;: (Ai) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or (Bii) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the Association of International Bond Dealers, or another designated offshore securities market and neither the Owner nor any person acting on its behalf know knows that the transaction has been prearranged with a buyer in the United States; (ivD) no directed selling efforts within the meaning of Rule 902 of Regulation S have been made in the United States by or on behalf of the Owner or any affiliate thereof; and (vE) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 4 contracts

Sources: Trust Agreement (FCB/Sc Capital Trust I), Trust Agreement (Triangle Capital Trust), Trust Agreement (City Holding Capital Trust)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (iA) the Owner is not a distributor of the Securities, an affiliate of the Company or any such distributor or a person acting in behalf of any of the foregoing; (iiB) the offer of the Specified Securities was not made to a person in the United States; (iiiC) either;: (Ai) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or (Bii) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the Association of International Bond Dealers, or another designated offshore securities market and neither the Owner nor any person acting on its behalf know that the transaction has been prearranged with a buyer in the United States; (ivD) no directed selling efforts within the meaning of Rule 902 of Regulation S have been made in the United States by or on behalf of the Owner or any affiliate thereof; and (vE) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 3 contracts

Sources: Junior Subordinated Indenture (Aici Capital Trust), Junior Subordinated Indenture (First Empire Capital Trust Ii), Junior Subordinated Indenture (Aici Capital Trust)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (ia) the Owner is not a distributor of the Securities, an affiliate of the Company or any such distributor or a person acting in behalf of any of the foregoing; (iib) the offer of the Specified Securities was not made to a person in the United States; (iiic) either; (Ai) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or (Bii) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the Association of International Bond Dealers, or another designated offshore securities market and neither the Owner nor any person acting on its behalf know that the transaction has been prearranged with a buyer in the United States; (ivd) no directed selling efforts within the meaning of Rule 902 of Regulation S have been made in the United States by or on behalf of the Owner or any affiliate thereof; and (ve) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 1 contract

Sources: Junior Subordinated Indenture (BSB Capital Trust I)

Rule 904 Transfers. If the transfer is being effected in accordance with ------------------ Rule 904: (iA) the Owner is not a distributor of the Securities, an affiliate of the Company or any such distributor or a person acting in behalf of any of the foregoing; (iiB) the offer of the Specified Securities was not made to a person in the United States; (iiiC) either; (Ai) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or (Bii) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the Association of International Bond Dealers, or another designated offshore securities market and neither the Owner nor any person acting on its behalf know that the transaction has been prearranged with a buyer in the United States; (ivD) no directed selling efforts within the meaning of Rule 902 of Regulation S have been made in the United States by or on behalf of the Owner or any affiliate thereof; and (vE) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 1 contract

Sources: Junior Subordinated Indenture (FCB/Sc Capital Trust I)

Rule 904 Transfers. If the transfer is being effected in accordance with ------------------- Rule 904: (iA) the Owner is not a distributor of the Securities, an affiliate of the Company or any such distributor or a person acting in behalf of any of the foregoing; (iiB) the offer of the Specified Securities was not made to a person in the United States; (iiiC) either; (Ai) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or (Bii) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the Association of International Bond Dealers, or another designated offshore securities market and neither the Owner nor any person acting on its behalf know that the transaction has been prearranged with a buyer in the United States; (ivD) no directed selling efforts within the meaning of Rule 902 of Regulation S have been made in the United States by or on behalf of the Owner or any affiliate thereof; and (vE) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 1 contract

Sources: Junior Subordinated Indenture (FCB Nc Capital Trust I)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (i) the Owner is not a distributor of the SecuritiestheSecurities, an affiliate of the Company or any such distributor or a person acting in behalf of any of the foregoing; (ii) the offer of the Specified Securities was not made to a person in the United States; (iii) either; (A) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or (B) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the Association of International Bond Dealers, or another designated offshore securities market and neither the Owner nor any person acting on its behalf know that the transaction has been prearranged with a buyer in the United States; (iv) no directed selling efforts within the meaning of Rule 902 of Regulation S have been made in the United States by or on behalf of the Owner or any affiliate thereof; and (v) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 1 contract

Sources: Junior Subordinated Indenture (Gbci Capital Trust Ii)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (iA) the Owner is not a distributor of the Securities, an affiliate of the Company or any such distributor or a person acting in behalf of any of the foregoing; (iiB) the offer of the Specified Securities was not made to a person in the United States; (iiiC) either; (Ai) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or (Bii) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the Association of International Bond Dealers, or another designated offshore securities market and neither the Owner nor any person acting on 103 - 97 - its behalf know that the transaction has been prearranged with a buyer in the United States; (ivD) no directed selling efforts within the meaning of Rule 902 of Regulation S have been made in the United States by or on behalf of the Owner or any affiliate thereof; and (vE) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 1 contract

Sources: Junior Subordinated Indenture (National Penn Bancshares Inc)

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (iA) the Owner is not a distributor of the Securities, an affiliate of the Company Depositor or the Trust or any such distributor or a person acting in on behalf of any of the foregoing; (iiB) the offer of the Specified Securities was not made to a person in the United States; (iiiC) either;: (Ai) at the time the buy order was originated, the Transferee was outside the United States or the Owner and any person acting on its behalf reasonably believed that the Transferee was outside the United States, or (Bii) the transaction is being executed in, on or through the facilities of the Eurobond market, as regulated by the Association of International Bond Dealers, or another designated offshore securities market and neither the Owner nor any person acting on its behalf know knows that the transaction has been prearranged with a buyer in the United States; (ivD) no directed selling efforts within the meaning of Rule 902 of Regulation S have been made in the United States by or on behalf of the Owner or any affiliate thereof; and (vE) the transaction is not a part of a plan or scheme to evade the registration requirements of the Securities Act.

Appears in 1 contract

Sources: Trust Agreement (First Citizens Bancorporation Inc)