Common use of By the Lender Clause in Contracts

By the Lender. The Lender is a corporation duly organized ------------- and existing under the laws of the country of Norway and has the corporate and legal power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action of the Lender. The Lender has not authorized any person to act as broker, finder or in any other similar capacity in connection with the transactions contemplated by this Agreement. The Lender acknowledges that the shares of the Common Stock issuable pursuant to the conversion procedure set forth in Section 2 hereof have not been registered under any state (or other) securities laws or under the Securities Act of 1933, as amended (the "Federal Act"), in reliance, in the case of the Federal Act, on exemptions contained in Regulation S promulgated thereunder, and agrees that it will not (i) transfer any of such shares, or any interest therein, except pursuant to an effective registration statement under the applicable state and other securities laws and the Federal Act or in a transaction which is exempt under such applicable state and other securities laws and the Federal Act, or (ii) make any transfer which will cause the issuance of any of such shares by the Company to be unlawful or violative of any statute or regulation. The Lender further acknowledges that any stock certificates representing the shares of Common Stock issuable pursuant to the conversion procedure set forth in Section 2 shall bear a restrictive legend in compliance with the requirements of Regulation S. The Lender warrants and represents that its execution of this Agreement has taken place outside the United States, that it is not a U.S. Person (as defined in Regulation S) and that it is not acquiring any securities hereunder for the account or benefit of a U.S. Person. The term U.S. Person, as defined in Regulation S, means: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States, its territories or possessions or any state or the District of Columbia; (iii) any estate of which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U. S. Person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a "dealer" (as defined in the Federal Act) or other fiduciary for the benefit or account of a U.S. Person; (vii) any discretionary account or similar account (other than an estate or trust) held by a "dealer" (as defined in the Federal Act) or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States; or (viii) any partnership or corporation organized or incorporated under the laws of any foreign jurisdiction by a U. S. Person principally for the purpose of investing in securities not registered under the Federal Act unless it is organized or incorporated, and owned, by Accredited Investors (as defined in Rule 501(a) under the Federal Act) who are not natural persons, estates or trusts. In addition to the restrictions on transfer set forth herein, the Lender also agrees that it will not transfer this Agreement or the Note into the United States or to a U. S. Person (as defined in Regulation S) for a period of one year after the date hereof. The Lender warrants and represents that any shares of the Common Stock that it acquires will be acquired solely for its own account, to hold for investment, with no present intention of dividing its participation with others or reselling or otherwise participating, directly or indirectly, in a distribution of such shares.

By the Lender. The Lender is a corporation duly organized ------------- and existing under the laws of the country of Norway and has the corporate and legal power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action of the Lender. The Lender has not authorized any person to act as broker, finder or in any other similar capacity in connection with the transactions contemplated by this Agreement. The Lender acknowledges that the shares of the Common Stock issuable pursuant to the conversion procedure set forth in Section 2 hereof have not been registered under any state (or other) securities laws or under the Securities Act of 1933, as amended (the "“Federal Act"”), in reliance, in the case of the Federal Act, on exemptions contained in Regulation S promulgated thereunder, and agrees that it will not (i) transfer any of such shares, or any interest therein, except pursuant to an effective registration statement under the applicable state and other securities laws and the Federal Act or in a transaction which is exempt under such applicable state and other securities laws and the Federal Act, or (ii) make any transfer which will cause the issuance of any of such shares by the Company to be unlawful or violative of any statute or regulation. The Lender further acknowledges that any stock certificates representing the shares of Common Stock issuable pursuant to the conversion procedure set forth in Section 2 shall bear a restrictive legend in compliance with the requirements of Regulation S. The Lender warrants and represents that its execution of this Agreement has taken place outside the United States, that it is not a U.S. Person (as defined in Regulation S) and that it is not acquiring any securities hereunder for the account or benefit of a U.S. Person. The term U.S. Person, as defined in Regulation S, means: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States, its territories or possessions or any state or the District of Columbia; (iii) any estate of which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U. S. Person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a "“dealer" ” (as defined in the Federal Act) or other fiduciary for the benefit or account of a U.S. Person; (vii) any discretionary account or similar account (other than an estate or trust) held by a "“dealer" ” (as defined in the Federal Act) or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States; or (viii) any partnership or corporation organized or incorporated under the laws of any foreign jurisdiction by a U. S. Person principally for the purpose of investing in securities not registered under the Federal Act unless it is organized or incorporated, and owned, by Accredited Investors (as defined in Rule 501(a) under the Federal Act) who are not natural persons, estates or trusts. In addition to the restrictions on transfer set forth herein, the Lender also agrees that it will not transfer this Agreement or the Note Notes into the United States or to a U. S. Person (as defined in Regulation S) for a period of one year after the date hereof. The Lender warrants and represents that any shares of the Common Stock that it acquires will be acquired solely for its own account, to hold for investment, with no present intention of dividing its participation with others or reselling or otherwise participating, directly or indirectly, in a distribution of such shares.

By the Lender. The Lender is a corporation duly ------------- organized ------------- and existing under the laws of the country of Norway and has the corporate and legal power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action of the Lender. The Lender has not authorized any person to act as broker, finder or in any other similar capacity in connection with the transactions contemplated by this Agreement. The Lender acknowledges that the shares of the Common Stock issuable pursuant to the conversion procedure set forth in Section 2 hereof have not been registered under any state (or other) securities laws or under the Securities Act of 1933, as amended (the "Federal Act"), in reliance, in the case of the Federal Act, on exemptions contained in Regulation S promulgated thereunder, and agrees that it will not (i) transfer any of such shares, or any interest therein, except pursuant to an effective registration statement under the applicable state and other securities laws and the Federal Act or in a transaction which is exempt under such applicable state and other securities laws and the Federal Act, or (ii) make any transfer which will cause the issuance of any of such shares by the Company to be unlawful or violative of any statute or regulation. The Lender further acknowledges that any stock certificates representing the shares of Common Stock issuable pursuant to the conversion procedure set forth in Section 2 shall bear a restrictive legend in compliance with the requirements of Regulation S. The Lender warrants and represents that its execution of this Agreement has taken place outside the United States, that it is not a U.S. Person (as defined in Regulation S) and that it is not acquiring any securities hereunder for the account or benefit of a U.S. Person. The term U.S. Person, as defined in Regulation S, means: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States, its territories or possessions or any state or the District of Columbia; (iii) any estate of which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U. S. Person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a "dealer" (as defined in the Federal Act) or other fiduciary for the benefit or account of a U.S. Person; (vii) any discretionary account or similar account (other than an estate or trust) held by a "dealer" (as defined in the Federal Act) or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States; or (viii) any partnership or corporation organized or incorporated under the laws of any foreign jurisdiction by a U. S. Person principally for the purpose of investing in securities not registered under the Federal Act unless it is organized or incorporated, and owned, by Accredited Investors (as defined in Rule 501(a) under the Federal Act) who are not natural persons, estates or trusts. In addition to the restrictions on transfer set forth herein, the Lender also agrees that it will not transfer this Agreement or the Note into the United States or to a U. S. Person (as defined in Regulation S) for a period of one year after the date hereof. The Lender warrants and represents that any shares of the Common Stock that it acquires will be acquired solely for its own account, to hold for investment, with no present intention of dividing its participation with others or reselling or otherwise participating, directly or indirectly, in a distribution of such shares.

By the Lender. The Lender is a corporation duly organized ------------- and existing under the laws of the country of Norway and has the corporate and legal power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action of the Lender. The Lender has not authorized any person to act as broker, finder or in any other similar capacity in connection with the transactions contemplated by this Agreement. The Lender acknowledges that the shares of the Common Stock issuable pursuant to the conversion procedure set forth in Section 2 hereof have not been registered under any state (or other) securities laws or under the Securities Act of 1933, as amended (the "“Federal Act"”), in reliance, in the case of the Federal Act, on exemptions contained in Regulation S promulgated thereunder, and agrees that it will not (i) transfer any of such shares, or any interest therein, except pursuant to an effective registration statement under the applicable state and other securities laws and the Federal Act or in a transaction which is exempt under such applicable state and other securities laws and the Federal Act, or (ii) make any transfer which will cause the issuance of any of such shares by the Company to be unlawful or violative of any statute or regulation. The Lender further acknowledges that any stock certificates representing the shares of Common Stock issuable pursuant to the conversion procedure set forth in Section 2 shall bear a restrictive legend in compliance with the requirements of Regulation S. The Lender warrants and represents that its execution of this Agreement has taken place outside the United States, that it is not a U.S. Person (as defined in Regulation S) and that it is not acquiring any securities hereunder for the account or benefit of a U.S. Person. The term U.S. Person, as defined in Regulation S, means: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States, its territories or possessions or any state or the District of Columbia; (iii) any estate of which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U. S. Person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a "“dealer" ” (as defined in the Federal Act) or other fiduciary for the benefit or account of a U.S. Person; (vii) any discretionary account or similar account (other than an estate or trust) held by a "“dealer" ” (as defined in the Federal Act) or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States; or (viii) any partnership or corporation organized or incorporated under the laws of any foreign jurisdiction by a U. S. Person principally for the purpose of investing in securities not registered under the Federal Act unless it is organized or incorporated, and owned, by Accredited Investors (as defined in Rule 501(a) under the Federal Act) who are not natural persons, estates or trusts. In addition to the restrictions on transfer set forth herein, the Lender also agrees that it will not transfer this Agreement or the Note into the United States or to a U. S. Person (as defined in Regulation S) for a period of one year after the date hereof. The Lender warrants and represents that any shares of the Common Stock that it acquires will be acquired solely for its own account, to hold for investment, with no present intention of dividing its participation with others or reselling or otherwise participating, directly or indirectly, in a distribution of such shares.

By the Lender. The Lender is a corporation duly organized and ------------- and existing under the laws of the country of Norway and has the corporate and legal power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action of the Lender. The Lender has not authorized any person to act as broker, finder or in any other similar capacity in connection with the transactions contemplated by this Agreement. The Lender acknowledges that the shares of the Common Stock issuable pursuant to the conversion procedure set forth in Section 2 hereof have not been registered under any state (or other) securities laws or under the Securities Act of 1933, as amended (the "Federal Act"), in reliance, in the case of the Federal Act, on exemptions contained in Regulation S promulgated thereunder, and agrees that it will not (i) transfer any of such shares, or any interest therein, except pursuant to an effective registration statement under the applicable state and other securities laws and the Federal Act or in a transaction which is exempt under such applicable state and other securities laws and the Federal Act, or (ii) make any transfer which will cause the issuance of any of such shares by the Company to be unlawful or violative of any statute or regulation. The Lender further acknowledges that any stock certificates representing the shares of Common Stock issuable pursuant to the conversion procedure set forth in Section 2 shall bear a restrictive legend in compliance with the requirements of Regulation S. The Lender warrants and represents that its execution of this Agreement has taken place outside the United States, that it is not a U.S. Person (as defined in Regulation S) and that it is not acquiring any securities hereunder for the account or benefit of a U.S. Person. The term U.S. Person, as defined in Regulation S, means: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States, its territories or possessions or any state or the District of Columbia; (iii) any estate of which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U. S. Person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a "dealer" (as defined in the Federal Act) or other fiduciary for the benefit or account of a U.S. Person; (vii) any discretionary account or similar account (other than an estate or trust) held by a "dealer" (as defined in the Federal Act) or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States; or (viii) any partnership or corporation organized or incorporated under the laws of any foreign jurisdiction by a U. S. Person principally for the purpose of investing in securities not registered under the Federal Act unless it is organized or incorporated, and owned, by Accredited Investors (as defined in Rule 501(a) under the Federal Act) who are not natural persons, estates or trusts. In addition to the restrictions on transfer set forth herein, the Lender also agrees that it will not transfer this Agreement or the Note into the United States or to a U. S. Person (as defined in Regulation S) for a period of one year after the date hereof. The Lender warrants and represents that any shares of the Common Stock that it acquires will be acquired solely for its own account, to hold for investment, with no present intention of dividing its participation with others or reselling or otherwise participating, directly or indirectly, in a distribution of such shares.

By the Lender. The Lender is a corporation duly organized ------------- and existing under the laws of the country of Norway Cayman Islands and has the corporate and legal power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action of the Lender. The Lender has not authorized any person to act as broker, finder or in any other similar capacity in connection with the transactions contemplated by this Agreement. The Lender acknowledges that the shares of the Common Stock issuable pursuant to the conversion procedure set forth in Section 2 hereof have not been registered under any state (or other) securities laws or under the Securities Act of 1933, as amended (the "“Federal Act"”), in reliance, in the case of the Federal Act, on exemptions contained in Regulation S promulgated thereunder, and agrees that it will not (i) transfer any of such shares, or any interest therein, except pursuant to an effective registration statement under the applicable state and other securities laws and the Federal Act or in a transaction which is exempt under such applicable state and other securities laws and the Federal Act, or (ii) make any transfer which will cause the issuance of any of such shares by the Company to be unlawful or violative of any statute or regulation. The Lender further acknowledges that any stock certificates representing the shares of Common Stock issuable pursuant to the conversion procedure set forth in Section 2 shall bear a restrictive legend in compliance with the requirements of Regulation S. The Lender warrants and represents that its execution of this Agreement has taken place outside the United States, that it is not a U.S. Person (as defined in Regulation S) and that it is not acquiring any securities hereunder for the account or benefit of a U.S. Person. The term U.S. Person, as defined in Regulation S, means: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States, its territories or possessions or any state or the District of Columbia; (iii) any estate of which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U. S. Person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a "“dealer" ” (as defined in the Federal Act) or other fiduciary for the benefit or account of a U.S. Person; (vii) any discretionary account or similar account (other than an estate or trust) held by a "“dealer" ” (as defined in the Federal Act) or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States; or (viii) any partnership or corporation organized or incorporated under the laws of any foreign jurisdiction by a U. S. Person principally for the purpose of investing in securities not registered under the Federal Act unless it is organized or incorporated, and owned, by Accredited Investors (as defined in Rule 501(a) under the Federal Act) who are not natural persons, estates or trusts. In addition to the restrictions on transfer set forth herein, the Lender also agrees that it will not transfer this Agreement or the Note into the United States or to a U. S. Person (as defined in Regulation S) for a period of one year after the date hereof. The Lender warrants and represents that any shares of the Common Stock that it acquires will be acquired solely for its own account, to hold for investment, with no present intention of dividing its participation with others or reselling or otherwise participating, directly or indirectly, in a distribution of such shares.

By the Lender. The Lender is a corporation duly organized ------------- and existing under the laws of the country of Norway Cayman Islands and has the corporate and legal power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action of the Lender. The Lender has not authorized any person to act as broker, finder or in any other similar capacity in connection with the transactions contemplated by this Agreement. The Lender acknowledges that the shares of the Common Stock issuable pursuant to the conversion procedure set forth in Section 2 hereof have not been registered under any state (or other) securities laws or under the Securities Act of 1933, as amended (the "“Federal Act"”), in reliance, in the case of the Federal Act, on exemptions contained in Regulation S promulgated thereunder, and agrees that it will not (i) transfer any of such shares, or any interest therein, except pursuant to an effective registration statement under the applicable state and other securities laws and the Federal Act or in a transaction which is exempt under such applicable state and other securities laws and the Federal Act, or (ii) make any transfer which will cause the issuance of any of such shares by the Company to be unlawful or violative of any statute or regulation. The Lender further acknowledges that any stock certificates representing the shares of Common Stock issuable pursuant to the conversion procedure set forth in Section 2 shall bear a restrictive legend in compliance with the requirements of Regulation Regula tion S. The Lender warrants and represents that its execution of this Agreement has taken place outside the United States, that it is not a U.S. Person (as defined in Regulation S) and that it is not acquiring any securities hereunder for the account or benefit of a U.S. Person. The term U.S. Person, as defined in Regulation S, means: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States, its territories or possessions or any state or the District of Columbia; (iii) any estate of which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U. S. Person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a "“dealer" ” (as defined in the Federal Act) or other fiduciary for the benefit or account of a U.S. Person; (vii) any discretionary account or similar account ac count (other than an estate or trust) held by a "“dealer" ” (as defined in the Federal Act) or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States; or (viii) any partnership or corporation organized or incorporated under the laws of any foreign jurisdiction by a U. S. Person principally for the purpose of investing in securities not registered under the Federal Act unless it is organized or incorporated, and owned, by Accredited Investors (as defined in Rule 501(a) under the Federal Act) who are not natural persons, estates or trusts. In addition to the restrictions on transfer set forth herein, the Lender also agrees that it will not transfer this Agreement or the Note Notes into the United States or to a U. S. Person (as defined in Regulation S) for a period of one year after the date hereof. The Lender warrants and represents that any shares of the Common Stock that it acquires will be acquired solely for its own account, to hold for investment, with no present intention of dividing its participation with others or reselling or otherwise participating, directly or indirectly, in a distribution of such shares.

By the Lender. The Lender is a corporation duly organized and ------------- and existing under the laws of the country of Norway and has the corporate and legal power and authority necessary to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action of the Lender. The Lender has not authorized any person to act as broker, finder or in any other similar capacity in connection with the transactions contemplated by this Agreement. The Lender acknowledges that the Warrant and the shares of the Common Stock issuable thereunder and pursuant to the conversion procedure rights set forth in Section 2 paragraph 3 hereof have not been registered under any state (or other) securities laws or under the Securities Act of 1933, as amended (the "Federal Act"), in reliance, in the case of the Federal Act, on exemptions contained in Regulation S promulgated thereunder, and agrees that it will not (i) transfer the Warrant or any of such shares, or any interest therein, except pursuant to an effective registration statement under the applicable state and other securities laws and the Federal Act or in a transaction which is exempt under such applicable state and other securities laws and the Federal Act, or (ii) make any transfer which will cause the issuance of the Warrant or any of such shares by the Company to be unlawful or violative of any statute or regulation. The Lender further acknowledges that any stock certificates representing the shares of Common Stock issuable pursuant to the conversion procedure set forth in Section 2 shall bear a restrictive legend in compliance with the requirements of Regulation S. The Lender warrants and represents that it is not a citizen or resident of, or entity organized or chartered under the laws of, the United States or any of its territories, possessions or political subdivisions, nor does it have any offices in the United States, directors, shareholders, officers, or employees residing in the United States or any of its territories, possessions or political subdivisions, or who are citizens of the United States or any of its territories, possessions or political subdivisions. The Lender acknowledges that its execution of this Agreement has taken place outside the United States, that it is not a U.S. Person (as defined in Regulation S) States and that it is not acquiring any securities hereunder for the account or benefit of a U.S. Person. The term U.S. Person, as defined in Regulation S, meansof: (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States, its territories or possessions or any state or the District of Columbia; (iii) any estate of which any executor or administrator is a U.S. Person; (iv) any trust of which any trustee is a U. S. Person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-non- discretionary account or similar account (other than an estate or trust) held by a "dealer" (as defined in the Federal Act) or other fiduciary for the benefit or account of a U.S. Person; (vii) any discretionary account or similar account (other than an estate or trust) held by a "dealer" (as defined in the Federal Act) or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States; or (viii) any partnership or corporation organized or incorporated under the laws of any foreign jurisdiction by a U. S. Person principally for the purpose of investing in securities not registered under the Federal Act unless it is organized or incorporated, and owned, by Accredited Investors (as defined in Rule 501(a) under the Federal Act) who are not natural persons, estates or truststrusts (any of (i) through (viii) above are defined herein as a "U.S. Person"). In addition to the restrictions on transfer set forth herein, the Lender also agrees that it will not transfer this Agreement or the Note any of such securities into the United States or to a U. S. Person person (as defined in Regulation S) for a period of one year after the date hereofof their issuance to Lender. The Lender warrants and represents that any shares of the Common Stock that it acquires will be acquired solely for its own account, to hold for investment, with no present intention of dividing its participation with others or reselling or otherwise participating, directly or indirectly, in a distribution of such shares.