PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.
PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act to a Person who is not an affiliate (as defined in Rule 144) of the Issuers and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.
PURSUANT TO REGULATION S. P promulgated by the Commission under the Xxxxx-Xxxxx-Xxxxxx Act (“Reg. S-P”), Insurance Company agrees to deliver the Participating Funds’ then current consumer privacy notice to any Contractholder who purchases Shares from or through Insurance Company, at or prior to the time of the initial purchase, if the Contractholder would be considered a “consumer” or “customer” (each as defined in Reg. S-P) of the Participating Funds.
PURSUANT TO REGULATION S and contingent upon the closing of the Offering and the closing of any exercise of the over-allotment option relating thereto (each, a “Closing”) of the Offering, the Company agrees to sell and the Investor agrees to buy a certain number of Ordinary Shares (the “Placed Shares”) from the Company that will result in the Investor maintaining after each such Closing the same level of beneficial ownership in the Company as it had immediately prior to the Offering, at a per Ordinary Share price (the “Purchase Price”) equal to 20% (reflecting the 5-to-1 ordinary share to ADS ratio) of the public offering price set forth on the cover of the prospectus supplement in connection with the Offering. For the purpose of calculating the number of the Placed Shares, the Additional Shares (as defined in the Share Issuance and Repurchase Agreement dated September 16, 2010, by and between the parties hereto) shall be deemed to have been issued to, and beneficially owned by, the Investor.
PURSUANT TO REGULATION S. P promulgated by the Securities and Exchange Commission under the Xxxxx-Xxxxx-Xxxxxx Act (“Reg. S-P”), we agree to deliver the Funds' then current consumer privacy notice to any customer who purchases Shares from or through us, at or prior to the time of the initial purchase, if the customer would be considered a “consumer” or “customer” (each as defined in Reg. S-P) of the Fund(s).
PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act [and/,] (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act [and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser)]. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Permanent Global Note, the Regulation S Temporary Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.
PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. In addition, there is attached to this certification the opinion of counsel required by the Indenture that such transfer is in compliance with the Securities Act and that the restrictions on transfer contained in the Indenture and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.
PURSUANT TO REGULATION S. P adopted by the Securities and Exchange Commission, all nonpublic personal information provided by the Client to Adviser shall be held confidential by the Adviser; unless (i) the Adviser is authorized in writing by the Client to disclose such information to individuals and/or entities not affiliated with the Adviser; (ii) required to do so by judicial or regulatory process; (iii) it is necessary to carry out the purpose of this Agreement; or (iv) otherwise permitted to do so in accordance with the parameters of Regulation S-P. All recommendations, advice or other work product of the Adviser developed under the terms of this Agreement and disclosed to the Client shall be treated as confidential, except as required by law to be disclosed.
PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the offer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through a physical trading floor of an established foreign securities exchange that is located outside the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903 of Regulation S under the Securities Act and (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.
PURSUANT TO REGULATION S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act to a Person who is not an affiliate (as defined in Rule 144) of the Company and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Security will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Securities, on Restricted Definitive Securities and in the Indenture.
