First Citizens Bancorporation Inc Watch

from 10-Q 4 pages The Preferred Securities Evidenced Hereby, and Any Junior Subordinated Debentures Issuable in Connection Therewith, Have Not Been Registered Under the Securities Act of 1933, as Amended (The “Securities Act”) and May Not Be Offered, Sold, Pledged or Otherwise Transferred Except (A) by Any Initial Investor That Is Not a “Qualified Institutional Buyer” as Defined in Rule 144a Under the Securities Act, (1) to a Person Whom the Transferor Reasonably Believes Is a Qualified Institutional Buyer Purchasing for Its Own Account or for the Account of a Qualified Institutional Buyer in a Transaction Meeting the Requirements of Rule 144a, or (2) Pursuant to an Exemption From Registration Under the Securities Act Provided by Rule 144 Thereunder (If Available) and (B) by an Initial Investor That Is a Qualified Institutional Buyer or Any Subsequent Investor as Set Forth in (A) Above And, in Addition, to an Institutional Accredited Investor in a Transaction Exempt From the Registration Requirements of the Securities Act, And, in Each Case, in Accordance With the Applicable Securities Laws of the States and Other Jurisdictions of the United States. the Holder of This Preferred Security Agrees That It Will Comply With the Foregoing Restrictions. Securities Owned by an Initial Investor That Is Not a Qualified Institutional Buyer May Not Be Held in Book-Entry Form and May Not Be Transferred Without Certification That the Transfer Complies With the Foregoing Restrictions, as Provided in the Trust Agreement Referred to Below. No Representation Can Be Made as to the Availability of the Exemption Provided by Rule 144 for Resales of the Preferred Securities or Any Junior Subordinated Debentures Distributable to Holders of the Preferred Securities