Offering Outside the United States. The Subscriber is not a "U.S. Person" as defined in Regulation S (as the same may be amended from time to time) promulgated under the Act(1). At the time the buy order for this transaction was originated, Subscriber was outside the United States and no offer to purchase the Securities was made in the United States. Subscriber agrees not to reoffer or sell the Securities, or to cause any transferee permitted hereunder to reoffer or sell the Securities, within the United States, or for the account or benefit of a U.S. Person, (i) as part of the distribution of the Securities at any time, or (ii) otherwise, until at least forty (40) days after the Securities are issued, and, in either case, only in a transaction meeting the requirements of Regulation S under the Act, including without limitation, where the offer (i) is not made to a person in the United States and either (A) at the time the buy order is originated, the Buyer is outside the United States or the Company and any person acting on its behalf reasonably believe that the buyer is outside the United States, or (B) the transaction is executed in, on or through the facilities of a designated offshore securities market and neither the seller nor any person acting on its behalf knows that the transaction has been pre-arranged with a buyer in the United States; and (ii) no directed selling efforts shall be made in the United States by the buyer, an affiliate or any person acting on their behalf, or in a transaction registered under the Act or pursuant to an exemption from such registration.
(1) Pursuant to Regulation S, a "U.S. Person" 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, (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 or other fiduciaryfor 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 or other fiduciary organized, incorporated or (if an individual resident in the United States), or (viii) any partnership or coporation if organized under the laws of any foreign jurisdiction and formed by any U.S. Person principally for the purpose of inve...
Offering Outside the United States. Each Selling Shareholder is not a "U.S. Person" as defined in Regulation S (as the same may be amended from time to time) promulgated under the Securities Act. At the time the buy order for this transaction was originated, each Selling Shareholder was outside the United States and no offer to purchase the MRV Shares was made in the United States. Each Selling Shareholder agrees not to reoffer or sell the MRV Shares, or to cause any transferee permitted hereunder to reoffer or sell the MRV Shares, within the United States, or for the account or benefit of a U.S. Person, (i) as part of the distribution of the MRV Shares at any time, or (ii) otherwise, only in a transaction meeting the requirements of Regulation S under the Securities Act, including without limitation, where the offer (i) is not made to a person in the United States
Offering Outside the United States. To the extent the Securities are offered outside of the United States, the Underwriter makes the further covenants set forth in Schedule D hereto for the benefit of the Company.
