Common use of Offshore Transaction Clause in Contracts

Offshore Transaction. Seller has not offered or sold any of the Securities to any person in the United States, any identifiable groups of U.S. citizens abroad, or to or for any U.S. Person, as such terms are used in Regulation S. i) At the time the buy order was originated, Seller and/or its agents reasonably believe the Buyer was outside of the United States and was not a U.S. person, based on the representations of Buyer. ii) Seller and/or its agents reasonably believe that the transaction has not been pre-arranged with a buyer in the United States, based on the representations of Buyer. iii) No offer to buy or sell the Securities was or will be made by Seller to any person in the United States. iv) The offer and sale of the Securities by Seller pursuant to this Offshore Agreement will be made in accordance with the provisions and requirements of Regulation S provided that the representations and warranties of Buyer in Section 2(a) hereof are true and correct. v) The transactions contemplated by this Offshore Agreement (a) have not been and will not be pre-arranged by Seller with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by Seller to evade the registration provisions of the 1933 Act.

Offshore Transaction. Seller has not offered or sold any of the Securities to any person in the United States, any identifiable groups of U.S. citizens abroad, or to or for any U.S. Person, as such terms are used in Regulation S. (i) At the time the buy order was originated, Seller and/or its agents reasonably believe the Buyer was outside of the United States and was not a U.S. person, based on the representations of Buyer. (ii) Seller and/or its agents reasonably believe that the transaction has not been pre-arranged with a buyer in the United States, based on the representations of Buyer. (iii) No offer to buy or sell the Securities was or will be made by Seller to any person in the United States. (iv) The offer and sale of the Securities by Seller pursuant to this Offshore Agreement will be made in accordance with the provisions and requirements of Regulation S provided that the representations and warranties of Buyer in Section 2(a) 2 hereof are true and correct. (v) The transactions contemplated by this Offshore Agreement (a) have not been and will not be pre-arranged by Seller with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by Seller to evade the registration provisions of the 1933 Act.

Offshore Transaction. Seller has not offered or sold any of the Securities to any person in the United States, or any identifiable groups of U.S. citizens abroad, or to or for any U.S. Person, abroad as such terms are used in Regulation S. (i) At the time the buy order was originated, Seller and/or its agents reasonably believe the Buyer was outside of the United States and was not a U.S. person, based on the representations of Buyer. (ii) Seller and/or its agents reasonably believe that the transaction has not been pre-arranged with a buyer in the United States, based on the representations of Buyer. (iii) No offer to buy or sell the Securities was or will be made by Seller to any person in the United States. (iv) The offer and sale of the Securities by Seller pursuant to this Offshore Agreement will be made in accordance with the provisions and requirements of Regulation S provided that the representations and warranties of (i) Buyer in Section 2(a2 hereof and (ii) hereof the Broker contained in the Agreement dated October __, 1997 between Seller and __________________________ (the "Broker Agreement") are true and correct. (v) The transactions contemplated by this Offshore Agreement (a) have not been and will not be pre-arranged by Seller with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by Seller to evade the registration provisions of the 1933 Act.

Offshore Transaction. Seller has not offered or sold any of the Securities to any person in the United States, any identifiable groups of U.S. citizens abroad, or to or for any U.S. Person, as such terms are used in Regulation S. (i) At the time the buy order was originated, Seller and/or its agents reasonably believe the Buyer was outside of the United States and was not a U.S. person, based on the representations of Buyer. (ii) Seller and/or its agents reasonably believe that the transaction has not been pre-arranged with a buyer in the United States, based on the representations of Buyer. (iii) No offer to buy or sell the Securities was or will be made by Seller to any person in the United States. (iv) The offer and sale of the Securities by Seller pursuant to this Offshore Agreement will be made in accordance with the provisions and requirements of Regulation S provided that the representations and warranties of Buyer in Section 2(a) hereof are true and correct. (v) The transactions contemplated by this Offshore Agreement (a) have not been and will not be pre-arranged by Seller with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by Seller to evade the registration provisions of the 1933 Act.

Offshore Transaction. Seller has not offered or sold any of the Securities to any person in the United States, any identifiable groups of U.S. citizens abroad, or to or for any U.S. Person, as such terms are used in Regulation S. (i) At the time the buy order was originated, Seller and/or its agents reasonably believe the Buyer was outside of the United States and was not a U.S. person, based on the representations of Buyer. (ii) Seller and/or its agents reasonably believe that the transaction has not been pre-arranged with a buyer in the United States, based on the representations of Buyer. (iii) No offer to buy or sell the Securities was or will be made by Seller to any person in the United States. (iv) The offer and sale of the Securities by Seller pursuant to this Offshore Agreement will be made in accordance with the provisions and requirements of Regulation S provided that the representations and warranties of Buyer in Section 2(a) hereof are true and correct. (v) The transactions contemplated by this Offshore Agreement (a) have not been and will not be pre-arranged by Seller with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by Seller to evade the registration provisions of the 1933 Act.

Offshore Transaction. Seller has not offered or sold any of the Securities to any person in the United States, any identifiable groups of U.S. citizens abroad, or to or for any U.S. Person, as such terms are used in Regulation S. (i) At the time the buy order was originated, Seller and/or its agents reasonably believe the Buyer was outside of the United States and was not a U.S. person, based on the representations of Buyer. (ii) Seller and/or its agents reasonably believe that the transaction has not been pre-arranged with a buyer in the United States, based on the representations of Buyer. (iii) No offer to buy or sell the Securities was or will be made by Seller to any person in the United States. (iv) The offer and sale of the Securities by Seller pursuant to this Offshore Agreement will be made in accordance with the provisions and requirements of Regulation S provided that the representations and warranties of Buyer in Section 2(a) hereof are true and correct. (v) The transactions contemplated by this Offshore Agreement (a) have not been and will not be pre-arranged by Seller with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be a part of a plan or scheme by Seller to evade the registration provisions of the 1933 Act.

Offshore Transaction. Seller has not offered or sold any of the Securities to any person in the United States, any identifiable groups of U.S. citizens abroad, or to or for any U.S. Person, as such terms are used in Regulation S. (i) At the time the buy order was originated, Seller and/or its agents reasonably believe the Buyer was outside of the United States and was not a U.S. personPerson, based on the representations of Buyer. (ii) Seller and/or its agents reasonably believe that the transaction has not been pre-arranged with a buyer in the United States, based on the representations of Buyer. (iii) No offer to buy or sell the Securities was or will be made by Seller to any person in the United States. (iv) The offer and sale of the Securities by Seller pursuant to this Offshore Agreement will be made in accordance with the provisions and requirements of Regulation S provided that the representations and warranties of Buyer in Section 2(a) 2 hereof are true and correct. (v) The transactions contemplated by this Offshore Agreement (a) have not been and will not be pre-arranged by Seller with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan -5- or scheme by Seller to evade the registration provisions of the 1933 Act.

Offshore Transaction. Seller has not offered or sold any of the Securities to any person in the United States, any identifiable groups of U.S. citizens Citizens abroad, or to or for any U.S. Person, as such terms are used in Regulation S. (i) At the time the buy order was originated, Seller and/or its agents reasonably believe believed the Buyer Purchaser was outside of the United States and was not a U.S. person, based on the representations of BuyerPurchaser. (ii) Seller and/or its agents reasonably believe that the transaction has not been pre-pre- arranged with a buyer in the United States, based on the representations of BuyerPurchaser. (iii) No offer to buy or sell the Securities Debentures was or will be made by Seller to any person in the United States. (iv) The offer and sale of the Securities Debentures by Seller pursuant to this Offshore Agreement will be made in accordance with the provisions and requirements of Regulation S provided that the representations and warranties of Buyer Purchaser in Section 2(a) hereof are true and correct. (v) The transactions contemplated by this Offshore Agreement (a) have not been and will not be pre-arranged by Seller with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by Seller to evade the registration provisions of the 1933 Act.

Offshore Transaction. Seller has not offered or sold any of the Securities to any person in the United States, any identifiable groups of U.S. citizens abroad, or to or for any U.S. Person, as such terms are used in Regulation S. (i) At the time the buy order was originated, Seller and/or its agents reasonably believe the Buyer was outside of the United States and was not a U.S. personPerson, based on the representations of Buyer. (ii) Seller and/or its agents reasonably believe that the transaction has not been pre-arranged with a buyer in the United States, based on the representations of Buyer. (iii) No offer to buy or sell the Securities was or will be made by Seller to any person in the United States. (iv) The offer and sale of the Securities by Seller pursuant to this Offshore Agreement will be made in accordance with the provisions and requirements of Regulation S provided that the representations and warranties of Buyer in Section 2(a) 2 hereof are true and correct. (v) The transactions contemplated by this Offshore Agreement (a) have not been and will not be pre-arranged by Seller with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by Seller to evade the registration provisions of the 1933 Act.

Offshore Transaction. Seller has not offered or sold any of the Securities to any person in the United States, any identifiable groups of U.S. citizens Citizens abroad, or to or for any U.S. Person, as such terms are used in Regulation S. (i) At the time the buy order was originated, Seller and/or its agents reasonably believe believed the Buyer Purchaser was outside of the United States and was not a U.S. person, based on the representations of BuyerPurchaser. (ii) Seller and/or its agents reasonably believe that the transaction has not been pre-arranged with a buyer in the United States, based on the representations of BuyerPurchaser. (iii) No offer to buy or sell the Securities was or will be made by Seller to any person in the United States. (iv) The offer and sale of the Securities by Seller pursuant to this Offshore Agreement will be made in accordance with the provisions and requirements of Regulation S provided that the representations and warranties of Buyer Purchaser in Section 2(a) hereof are true and correct. (v) The transactions contemplated by this Offshore Agreement (a) have not been and will not be pre-pre- arranged by Seller with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by Seller to evade the registration provisions of the 1933 Act.

Offshore Transaction. Seller has not offered or sold any of the Securities to any person in the United States, or any identifiable groups of U.S. citizens abroad, or to or for any U.S. Person, abroad as such terms are used in Regulation S. (i) At the time the buy order was originated, Seller and/or its agents reasonably believe the Buyer was outside of the United States and was not a U.S. person, based on the representations of Buyer. (ii) Seller and/or its agents reasonably believe that the transaction has not been pre-arranged with a buyer in the United States, based on the representations of Buyer. (iii) No offer to buy or sell the Securities was or will be made by Seller to any person in the United States. (iv) The offer and sale of the Securities by Seller pursuant to this Offshore Agreement will be made in accordance with the provisions and requirements of Regulation S provided that the representations and warranties of (i) Buyer in Section 2(a2 hereof and (ii) hereof the Broker contained in the Agreement dated , 1997 between Seller and Vengua Capital Markets, Ltd. (the "Broker Agreement") are true and correct. (v) The transactions contemplated by this Offshore Agreement (a) have not been and will not be pre-arranged by Seller with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by Seller to evade the registration provisions of the 1933 Act.