Common use of Regulation S Acknowledgments Clause in Contracts

Regulation S Acknowledgments. Each of KYM and CW has been advised and acknowledges that (i) the WRL Shares have not been, and when issued, will not be registered under the Securities Act, the securities laws of any state of the United States, or the securities laws or regulations of any other jurisdiction in the world; (ii) it is a condition to the availability of the “safe harbor” of Regulation S under the Securities Act that the WRL Shares not be offered or sold in the United States or to a U.S. Person until the expiration of a period of one (1) year following the Closing (the “Restricted Period”); (iii) notwithstanding the foregoing, prior to the expiration of the Restricted Period, the WRL Shares may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. Person, the WRL Shares are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act; or (B) the offer and sale is outside the United States and to a Person other than a U.S. Person; (iv) WRL shall make a notation in its stock books regarding the restrictions on transfer set forth in this Section 7(o) and shall transfer such WRL Shares on the books of WRL only to the extent consistent therewith; and (v) WRL shall refuse to register any transfer of the WRL Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act.

Regulation S Acknowledgments. Each of KYM and CW AT has been advised and acknowledges that (i) the WRL Shares have not been, and when issued, will not be registered under the Securities Act, the securities laws of any state of the United States, or the securities laws or regulations of any other jurisdiction in the world; (ii) it is a condition to the availability of the “safe harbor” of Regulation S under the Securities Act that the WRL Shares not be offered or sold in the United States or to a U.S. Person until the expiration of a period of one (1) year following the Closing (the “Restricted Period”); (iii) notwithstanding the foregoing, prior to the expiration of the Restricted Period, the WRL Shares may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. Person, the WRL Shares are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act; or (B) the offer and sale is outside the United States and to a Person other than a U.S. Person; (iv) WRL shall make a notation in its stock books regarding the restrictions on transfer set forth in this Section 7(o) and shall transfer such WRL Shares on the books of WRL only to the extent consistent therewith; and (v) WRL shall refuse to register any transfer of the WRL Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act.

Regulation S Acknowledgments. Each of KYM WCS and CW SKKG has been advised and acknowledges that (i) the WRL Shares have not been, and when issued, will not be registered under the Securities Act, the securities laws of any state of the United States, or the securities laws or regulations of any other jurisdiction in the world; (ii) it is a condition to the availability of the “safe harbor” of Regulation S under the Securities Act that the WRL Shares not be offered or sold in the United States or to a U.S. Person until the expiration of a period of one (1) year following the Closing (the “Restricted Period”); (iii) notwithstanding the foregoing, prior to the expiration of the Restricted Period, the WRL Shares may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. Person, the WRL Shares are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act; or (B) the offer and sale is outside the United States and to a Person other than a U.S. Person; (iv) WRL shall make a notation in its stock books regarding the restrictions on transfer set forth in this Section 7(o) and shall transfer such WRL Shares on the books of WRL only to the extent consistent therewith; and (v) WRL shall refuse to register any transfer of the WRL Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act.

Regulation S Acknowledgments. Each of KYM WCS and CW SHW has been advised and acknowledges that (i) the WRL Shares have not been, and when issued, will not be registered under the Securities Act, the securities laws of any state of the United States, or the securities laws or regulations of any other jurisdiction in the world; (ii) it is a condition to the availability of the “safe harbor” of Regulation S under the Securities Act that the WRL Shares not be offered or sold in the United States or to a U.S. Person until the expiration of a period of one (1) year following the Closing (the “Restricted Period”); (iii) notwithstanding the foregoing, prior to the expiration of the Restricted Period, the WRL Shares may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. Person, the WRL Shares are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act; or (B) the offer and sale is outside the United States and to a Person other than a U.S. Person; (iv) WRL shall make a notation in its stock books regarding the restrictions on transfer set forth in this Section 7(o10(o) and shall transfer such WRL Shares on the books of WRL only to the extent consistent therewith; and (v) WRL shall refuse to register any transfer of the WRL Shares not made in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act.