No Direct Selling Efforts. It did not contact the Company as a result of any directed selling efforts in the United States as defined in Regulation S promulgated under the Securities Act.
No Direct Selling Efforts. Neither Seller, nor any of its Affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or direct selling efforts as that term is defined in Rule 902 of Regulation S under the Securities Act in connection with the offer or sale of the Sale Shares.
No Direct Selling Efforts. No Group Company has engaged, or permitted or caused any other person to engage in its behalf, in any advertising or any other promotional activity in the United States that would constitute “directed selling efforts” (as such term is defined in Rule 902(c) of Regulation S under the Act) with respect to sale of shares or equity interests of such Group Company.
No Direct Selling Efforts. To Purchaser's knowledge, neither the Company, nor any person acting for the Company, has conducted any "directed selling efforts" in the United States as the term is defined in Regulation S, which in general, means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for Note being offered hereby in reliance on Regulation S. Such activity includes, without limitation, the mailing of printed material to investors residing in the United States, the holding of promotional seminars in the United States, and the placement of advertisements with radio or television stations broadcasting in the United States or in publications with a general circulation in the United States, that refers to the offering of the Note in reliance on Regulation S.
No Direct Selling Efforts. Neither the Group Company, the Founder or Double Unity, nor any of its affiliates, nor any person acting on its behalf or any behalf of any such affiliate, has engaged or will engage in any activity undertaken for the purpose of, or that reasonably could be expected to have the effect of, conditioning the markets in the United States for the Securities, including, but not limited to, effecting any sale or short sale of the Securities through Investor or any of its affiliates prior to the expiration of any restricted period contained in Regulation S, promulgated under the Act (any such activity being defined herein as a “Directed Selling Effort”). This Agreement and the transactions contemplated herein are not part of a plan or scheme to evade the registration provisions of the Act. Investor agrees that all offers and sales of the Common Stock from the date hereof and through the expiration of the any restricted period set forth in Rule 903 of Regulation S (as the same may be amended from time to time hereafter) shall not be made to U.S. Persons (as defined in Regulation S) or for the account or benefit of U.S. Persons and shall otherwise be made in compliance with the provisions of Regulation S and any other applicable provisions of the Act. Neither the Group Company, the Founder or Double Unity, nor any of its affiliates, nor any person acting on its behalf or any behalf of any such affiliate, have not conducted any Directed Selling Effort as that term is used and defined in Rule 902 of Regulation S and will not engage in any such Directed Selling Effort within the United States through the expiration of any restricted period set forth in Rule 903 of Regulation S.
No Direct Selling Efforts. None of the Issuers, any Guarantors, any of their Affiliates, nor any person acting on its or their behalf (other than the Backstop Parties, as to which no statement is made), has engaged in any directed selling efforts with respect to the New 1.5 Lien Notes, and each of them has complied with the offering restrictions requirement of Regulation S under the Securities Act (“Regulation S”). Terms used in this paragraph have the meaning given to them by Regulation S.
No Direct Selling Efforts. In regard to this transaction, ISSUER has not conducted any "directed selling efforts" as that term is defined in Rule 902 of the offer and sale of the Shares to U.S. persons resident within the United States of America or elsewhere.
No Direct Selling Efforts. None of it, its affiliates, or any person or entity acting on its behalf has (other than the SkyPeople Parties or persons acting on its behalf, as to whom HK Xue and YK Xue make no representation), directly or indirectly, made offers or sales of any security, or solicited offers to buy, sell or offer to sell or otherwise negotiate in respect of, in the United States or to any United States citizen or resident, any security which is or would be integrated with the Share Exchange in a manner or under circumstances that would require the registration of the Share Exchange under the Securities Act. Subject to the accuracy of SkyPeople Parties’ representations herein, the Share Exchange hereunder is exempted from the registration requirements of the United States federal and state securities laws.
No Direct Selling Efforts. None of it, its affiliates, or any person or entity acting on its or their behalf has (other than the Purchasers or persons acting on any of their behalf, as to whom the Sellers make no representation), directly or indirectly, made offers or sales of any security, or solicited offers to buy, sell or offer to sell or otherwise negotiate in respect of, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Sale Shares in a manner or under circumstances that would require the registration of Sale Shares under the Securities Act. Subject to the accuracy of the Purchasers’ representations herein, the sale and purchase of the Sale Shares hereunder are exempted from the registration requirements of the United States federal and state securities laws.
No Direct Selling Efforts. The Company represents that there "directed selling efforts" in connection with the Exchanging Stock were or are being made in the U.S. by the Company, an affiliate or any person acting on their behalf. For purposes of this Section, directed selling efforts means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the U.S. for any of the securities being offered in reliance on Regulation S.
