PLEASE COMPLETE THE FOLLOWING SECTION II OF THIS Sample Clauses

PLEASE COMPLETE THE FOLLOWING SECTION II OF THIS. DECLARATION ONLY IF YOU ARE AN “AFFILIATE” OF THE CORPORATION OTHER THAN SOLELY BY VIRTUE OF BEING ITS OFFICER AND/OR A DIRECTOR. For these purposes, an “affiliate” is deemed to be an officer, director or 10% or more shareholder of the Corporation, or one who otherwise controls the Corporation. The undersigned Seller (A) acknowledges that the sale of of the Corporation’s common shares, represented by certificate number , to which this declaration relates, has been made in reliance on Rule 903(b)(1) of Regulation S under the United States Securities Act of 1933, as amended (the “1933 Act”), and (B) certifies that (1) the Seller and any person acting on the Seller’s behalf reasonably believe, following due inquiry, that the offer of such securities was not made to a U.S. Person or a person in the United States, and (2) at the time the buy order was originated, the buyer was outside the United States, or the Seller and any person acting on its behalf reasonably believe that the buyer was outside the United States, and (3) neither the Seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, and (4) that neither the Seller nor any person acting on the Seller’s behalf has engaged in any “directed selling efforts” in connection with the offer and sale of such securities. AFFIRMATION BY SELLER'S BROKER-DEALER [if any] We have read the foregoing representations of our customer, (the "Seller") with regard to our sale, for such Seller's account, of the securities described therein, and we hereby affirm that, following due inquiry, we are of the belief that (1) the buyer is not a “U.S. Person,” and (2) that, to the best of our knowledge and belief, all other statements made therein are full, true and correct. Terms used herein have the meanings given to them by Rule 902 of Regulation S (see below). Name of Firm By: Signature of Authorized Officer Name of Authorized Officer (Please Print) Date: Certain Terms Defined in Regulation S
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