Private Placement; Securities Law Clause Samples

Private Placement; Securities Law. (a) Assuming the accuracy of the Selling Shareholders’ representations and warranties set forth in ‎Section 4.08, no registration under the Securities Act is required for the offer and sale of the Consideration Securities by the Parent to the Selling Shareholders as contemplated hereby (the "Offering"), and based on the accuracy of the Selling Shareholders’ representations and warranties set forth in ‎Section 4.08(b) the Offering by Parent to the Regulation S Investors will qualify as a "Category 2" offering under Rule 903(b)(2) of Regulation S. (b) Parent is a "foreign issuer" as that term is defined in Regulation S, promulgated under the Securities Act. (c) The Offering by Parent to the Regulation S Investors was made in an "offshore transaction" (as that term is defined under Regulation S). (d) None of the Parent, its affiliates or any person acting on their behalf has engaged in any "directed selling efforts" (as that term is defined under Regulation S) with respect to the Offering. (e) Parent has implemented "offering restrictions" (as that term is defined under Regulation S) with respect to the Offering by Parent to the Regulation S Investors. (f) None of the Parent, its affiliates or any person acting on their behalf has effected over the last 12 months a general solicitation in the United States or to non U.S. Persons with respect to the offering of any of its securities. (g) The Parent has a class of securities registered pursuant to Section 12(b) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). (h) The Parent has filed all the material required to be filed pursuant to Section 13(a) of the Exchange Act for a period of at least twelve months preceding the date of this Agreement.