definiens: offshore ImnSaction " as defined under Regulation S is any offer or sale not made to a person in the United States nnd either ( A ) lit the time the buy order is originated, the purchaser is outside the United States, or tilt seller or nny person IlCting on his / her behalf reasonably believes that the purchaser is outside the : United States ; or ( B ) for purposes of ( I ) Rule 903 of Regulation S, the transaction is executed in, or on or through a physical trading floor of an established forcign e ~ change that is located outside the United States or ( 2 ) Rule 904 of Regulation S, the transaction is e ~ ecutcd in, on or through the facilities of a designated offshore securities market, and neither the seller nor any person ucting on its behalf kno,, ", that the transaction has been prearranged with a buyer in tilt U.S