Common use of Rule 904 Transfers Clause in Contracts

Rule 904 Transfers. If the transfer is being effected in accordance with Rule 904: (A) the Owner is not a distributor of the Specified Securities, an affiliate of the Company or any such distributor or a person acting on behalf of any of the foregoing; (B) the offer of the Specified Securities was not made to a person in the United States; (C) either: (i) 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 (ii) 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 described in Section 902(a) of Regulation S and neither the Owner nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (D) no directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof; (E) if the Owner is a dealer in securities, as defined in Section 2(12) of the Securities Act, or has received a selling concession, fee or other remuneration in respect of the Specified Securities, and the transfer is to occur during the Distribution Compliance Period, then: (i) neither the Owner nor any person acting on behalf of the Owner knows that the Transferee of the Specified Securities is a U.S. person; and (ii) if the Owner or any person acting on the Owner's behalf knows that the Transferee is a dealer, as defined in Section 2(12) of the Securities Act, or is a person receiving a selling concession, fee or other remuneration in respect of the Specified Securities, the Owner or a person acting on the Owner's behalf has sent to the Transferee a confirmation or other notice stating that the Specified Securities may be offered and sold during the Distribution Compliance Period only: (x) in accordance with Regulation S; (y) pursuant to registration of the Specified Securities under the Securities Act; or (z) pursuant to an available exemption from the registration requirements of the Securities Act; and (F) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

Rule 904 Transfers. If the transfer is being effected in ------------------ accordance with Rule 904: (A) the Owner is not a distributor of the Specified Securities, an affiliate of the Company or any such distributor or a person acting on behalf of any of the foregoing; (B) the offer of the Specified Securities was not made to a person in the United States; (C) either: (i) 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 (ii) 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 described in Section 902(a) of Regulation S and neither the Owner nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States; (D) no directed selling efforts have been made in the United States by or on behalf of the Owner or any affiliate thereof; (E) if the Owner is a dealer in securities, as defined in Section 2(12) of the Securities Act, or has received a selling concession, fee or other remuneration in respect of the Specified Securities, and the transfer is to occur during the Distribution Compliance Periodrestricted period, then: (i) neither the Owner nor any person acting on behalf of the Owner knows that the Transferee of the Specified Securities is a U.S. person; and (ii) if the Owner or any person acting on the Owner's behalf knows that the Transferee Tranferee is a dealer, as defined in Section 2(12) of the Securities Act, or is a person receiving a selling concession, fee or other remuneration in respect of the Specified Securities, the Owner or a person acting on the Owner's behalf has sent to the Transferee a confirmation or other notice stating that the Specified Securities may be offered and sold during the Distribution Compliance Restricted Period only: ; (x) in accordance with Regulation S; (y) pursuant to registration of the Specified Securities under the Securities Act; or (z) pursuant to an available exemption from the registration requirements of the Securities Act; and (F) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.