REGULATION S CERTIFICATION Sample Clauses

REGULATION S CERTIFICATION. (For Non “U.S. Person” Individual or Entity Purchasers Only)
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REGULATION S CERTIFICATION. The Purchaser shall have received a Regulation S Certification, in the form and substance of the certificate annexed hereto as Schedule 5.2(k), executed by each Stockholder that is not a U.S. Person and is not an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.
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REGULATION S CERTIFICATION. This Regulation S Certification (“Certification”) is being delivered in connection with the offering (the “Offering”) contemplated under the Share Exchange Agreement (the “Agreement”) by and among TIANHE UNION HOLDINGS LIMITED, a corporation incorporated in the State of Nevada (“TUAA”), GLOBAL TECHNOLOGY CO., LTD., a BVI corporation (“Global 2”) and the sole shareholder of Global 2, GLOBAL INTERNATIONAL HOLDINGS LTD. (“Global 1”), pursuant to which the Company is going to issue an aggregate of 200,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Securities”) from the Company, and may be relied upon by the Company, its transfer agent and its counsel in connection with the Offering and the issuance of Securities contemplated by the Offering. The undersigned (“Subscribers”) hereby certifies that the following statements are true, correct, and complete as of the date of this Certification. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Agreement.
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REGULATION S CERTIFICATION. In connection with the issuance of common stock (the “Exchange Shares”) of CryptoSign, Inc., a Delaware corporation (“CryptoSign”), to the undersigned (the “Undersigned”), pursuant to that certain Agreement and Plan of Share Exchange (the “Agreement”), by and among CryptoSign, NABUFit Global ApS, a company organized in Demark (“NABUFit”) and Mads X. Xxxxxxxxxxx and Ulrik, as representative of holders owning 100% of the issued and outstanding equity interests of NABUFit (the “Shareholders’ Representatives”), the Undersigned hereby agrees, acknowledges, represents, and warrants to CryptoSign, NABUFit and the Shareholders’ Representative that:
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REGULATION S CERTIFICATION. This Regulation S Certification (“Certification”) is being delivered in connection with the offering (the “Offering”) contemplated under the Share Exchange Agreement (the “Agreement”) by and among Global Seed Corporation, a Texas corporation (“GLBD”), Well Benefit International Limited, a British Virgin Islands corporation (“Well Benefit”) and the shareholders of Well Benefit, whose names are set forth below, pursuant to which the GLBD is going to issue an aggregated of 252,874,025 shares of the its common stock, par value $0.0001 per share (the “Securities”), and may be relied upon GLBD, its transfer agent and its counsel in connection with the Offering and the issuance of Securities contemplated by the Offering. The undersigned (“Subscribers”) hereby certifies that the following statements are true, correct, and complete as of the date of this Certification. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Agreement.
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REGULATION S CERTIFICATION. This Regulation S Certification ("Certification") is being delivered in connection with the offering (the "Offering") contemplated under the Share Exchange Agreement (the "Agreement") by and among U MATRIN WORLDWIDE SDN BHD, a corporation incorporated in Malaysia ("Umatrin"), UMATRIN HOLDING LIMITED, a Delaware corporation ("UMHL") and the shareholders of Umatrin, whose names are set forth below, pursuant to which the Company is going to issue an aggregated of 100,000,000 shares of the Company's common stock, par value $0.00001 per share (the "Securities") from the Company, and may be relied upon by the Company, its transfer agent and its counsel in connection with the Offering and the issuance of Securities contemplated by the Offering. The undersigned ("Subscribers") hereby certifies that the following statements are true, correct, and complete as of the date of this Certification. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Agreement.
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REGULATION S CERTIFICATION. In connection with the issuance of common stock (the “Xxxxxx Shares”) of XXXXXX HILLS CORP., a Delaware corporation (“Xxxxxx”), to the undersigned (the “Undersigned”), pursuant to that certain Agreement and Plan of Share Exchange (the “Agreement”), by and among Xxxxxx, DanDrit Biotech A/S, a company organized in Demark (“DanDrit”) and Niels Xxxx Xxxxxxx, as representative of holders owning no less than 90% of the issued and outstanding equity interests of Dandrit (the “Shareholders’ Representative”), the Undersigned hereby agrees, acknowledges, represents, and warrants to Xxxxxx, Dandrit and the Shareholders’ Representative that:
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Related to REGULATION S CERTIFICATION

  • Regulation S-P In accordance with Regulation S-P, if non-public personal information regarding any party’s customers or consumers is disclosed to the other party in connection with this Agreement, the other party receiving such information will not disclose or use that information other than as necessary to carry out the purposes of this Agreement.

  • Annual Certification The Contractor is required to submit an annual certification demonstrating compliance with the Warranty of Security to the Department by December 31 of each Contract year.

  • Temporary Regulation S Global Certificate to Regulation S Global Certificate Interests in a Temporary Regulation S Global Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit H to this Agreement from the holder of a beneficial interest in such Temporary Regulation S Global Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S Global Certificate of the same Class of Private Certificates. The Certificate Registrar shall effect such exchange by delivering to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Global Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Global Certificate initially exchanged for interests in the Regulation S Global Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation S Global Certificate. Upon any exchange of interests in the Temporary Regulation S Global Certificate for interests in the Regulation S Global Certificate, the Certificate Registrar shall endorse the Temporary Regulation S Global Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount so exchanged and shall endorse the Regulation S Global Certificate to reflect the corresponding increase in the amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Global Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S Global Certificate and Rule 144A Global Certificate authenticated and delivered hereunder.

  • Rule 144A Global Certificate to Temporary Regulation S Global Certificate If a holder of a beneficial interest in the Rule 144A Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during the Restricted Period to exchange its interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S Global Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is required to take delivery thereof in the form of an interest in the Temporary Regulation S Global Certificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in such Temporary Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in the Temporary Regulation S Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate in the form of Exhibit E to this Agreement given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Certificate that is being exchanged or transferred.

  • Temporary Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate If a holder of a beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S Global Certificate or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class, or to transfer its interest in such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Global Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) instructions from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Global Certificate equal to the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest in the Regulation S Global Certificate, information regarding the participant account of the Depository to be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Global Certificate (but not the Regulation S Global Certificate) for an interest in the Rule 144A Global Certificate at any time during the Restricted Period, a certificate in the form of Exhibit G to this Agreement given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation S Global Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Global Certificate is a Qualified Institutional Buyer and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Rule 144A Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A Global Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global Certificate and to debit, or cause to be debited, from the account of the Person making such transfer the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate that is being transferred.

  • Rule 144A Global Certificate to Regulation S Global Certificate If a holder of a beneficial interest in the Rule 144A Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted Period to exchange its interest in such Rule 144A Global Certificate for an interest in the Regulation S Global Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is required to take delivery thereof in the form of an interest in a Regulation S Global Certificate, such holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with such increase and (3) a certificate in the form of Exhibit F to this Agreement given by the holder of such beneficial interest, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global Certificate that is being exchanged or transferred.

  • OFAC Certification Company certifies that (i) it is not acting on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department, through its Office of Foreign Assets Control (“OFAC”) or otherwise, as a terrorist, “Specially Designated Nation”, “Blocked Person”, or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule or regulation that is enforced or administered by OFAC or another department of the United States government, and (ii) Company is not engaged in this transaction on behalf of, or instigating or facilitating this transaction on behalf of, any such person, group, entity or nation.

  • AS9100 Certification ‌ AS9100 Certification, specifies requirements for a quality management system to demonstrate the Contractor’s ability to consistently meet the customer requirements as well as statutory and regulatory requirements for the aerospace industry. An AS9100 Certification, is not mandatory; however, Contractors who desire to compete for work within the aerospace industry are encouraged to have AS9100 Certification, during the entire term of OASIS. The Contractor shall notify the OASIS CO, in writing, if there are any changes in the status of their AS9100 Certification, and provide the reasons for the change and copies of audits from an AS9100 Certification Body, as applicable. If only part of a Contractor’s organization is AS9100, certified, the Contractor shall make the distinction between which business units or sites and geographic locations have been certified.

  • Institutional Certification Certification by the Submitting Institution that delineates, among other items, the appropriate research uses of the data and the uses that are specifically excluded by the relevant informed consent documents. Further information may be found here.

  • Additional Certifications Any certificate signed by any director or officer of the Corporation and delivered to an Agent or to counsel for such Agent in connection with an offering of Notes or the sale of Notes to an Agent as principal shall be deemed a representation and warranty by the Corporation to such Agent as to the matters covered thereby on the date of such certificate and at each Representation Date subsequent thereto.

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