Regulation S Compliance. If the Purchaser is a non-U.S. Person (as defined in Regulation S promulgated under the Securities Act), neither the Purchaser nor any person acting on its behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person (as defined in Regulation S promulgated under the Securities Act) with respect to the Note and the Purchaser and any person acting on its behalf has complied and will comply with the “offering restrictions” requirements of Regulation S. The transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act. Neither the Purchaser nor any person acting on its behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for the Note. The Purchaser agrees not to cause any advertisement of the Note to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Note, except such advertisements that include the statements required by Regulation S, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws.
Regulation S Compliance. The Company, the Guarantors and their respective Affiliates and all authorized persons acting on their behalf (other than the Initial Purchaser, as to whom the Company and the Guarantors make no representation) have complied with and will comply with the offering restrictions requirements of Regulation S in connection with the offering of the Securities outside the United States and, in connection therewith, the Offering Memorandum will contain the disclosure required by Rule 902(h).
Regulation S Compliance. Each Purchaser agrees that, during the six (6) months following the Closing, it shall not engage in any transaction involving any securities of the Company that would be prohibited or restricted by, or would otherwise render unavailable any applicable safe harbor provided by Regulation S.
Regulation S Compliance. Each Investor agrees that any hedging transactions with respect to the Common Stock will only be conducted in compliance with Regulation S. Each investor certifies that it is not a U.S. Person (as defined for purposes of Regulation S) and is not acquiring the Securities for the account or benefit of a U.S. Person. The Investors understand and acknowledge that the Company may refuse to register the transfer of any Securities unless made in accordance with the registration or exemption provisions of the Securities Act.
Regulation S Compliance. Neither the Purchaser nor any person acting on its behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person with respect to the Purchaser’s Shares and the Purchaser and any person acting on its behalf has complied and will comply with the “offering restrictions” requirements of Regulation S. The transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act. Neither the Purchaser nor any person acting on its behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Purchaser’s Shares. The Purchaser agrees not to cause any advertisement of the Purchaser’s Shares to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Purchaser’s Shares, except such advertisements that include the statements required by Regulation S, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby.
Regulation S Compliance. No directed selling efforts within the meaning of Rule 902 under the 1933 Act were used by the Partnership Entities or any of their representatives (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation) with respect to Securities sold in reliance on Regulation S, and the Issuers and any affiliate of the Issuers and any person acting on their behalf (other than the Initial Purchasers, as to whom the Issuers and the Guarantors make no representation) have complied with and will implement the “offering restrictions” required by Rule 902 under the 1933 Act.
Regulation S Compliance. None of the Issuers nor, to the Company’s knowledge, any of their affiliates, or any person acting on behalf of any of the foregoing persons (other than any Initial Purchaser, as to whom the Issuers make no representation), is engaged in any directed selling effort with respect to the Securities, and each of the Issuers and, to the Company’s knowledge, their affiliates and persons acting on behalf of the foregoing persons, if any, has complied with the offering restrictions requirement of Regulation S under the Securities Act. Terms used in this paragraph have the meaning given to them by Regulation S.
Regulation S Compliance. The address set forth in Section 7.2 of this Agreement is the Purchaser’s true and correct residence or principal place of business and the Purchaser has no present intention of becoming a resident of any state or other jurisdiction of the United States or moving its principal place of business within the United States. The Purchaser acknowledges and agrees that until the expiration of the one-year distribution compliance period within the meaning of Rule 902(f) of Regulation S under the 1933 Act, the Purchaser will only resell the Securities in compliance with the provisions of Regulation S, pursuant to registration under the 1933 Act or pursuant to an exemption from registration. The Purchaser agrees not to engage in hedging transactions with regard to the Securities unless in compliance with the 1933 Act.
Regulation S Compliance. All foreign Subscribers further represent and warrant to the Company that:
(i) it is acquiring the Units in an offshore transaction pursuant to Regulation S the Subscriber was outside the United States when receiving and executing this Agreement;
(ii) Subscriber has not acquired the Units as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of the Units which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Subscribed for Units; provided, however, that the Subscriber may sell or otherwise dispose of the Securities pursuant to registration of the Securities under the 1933 Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(iii) during the six month distribution compliance period set forth in Regulation S (the “Distribution Compliance Period”), the Subscriber understands and agrees that offers and sales of any of the Securities shall only be made pursuant to an effective registration statement as to such Securities or in compliance with the safe harbor provisions set forth in Regulation S (which the purchaser of the Securities (other than a distributor) certifies that it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person or is a U.S. person who purchased securities in a transaction that did not require registration under the 1933Act); following the Distribution Compliance Period offers and sales of the Securities may be effected by the Subscriber solely pursuant to an effective registration statement as to such Securities or an exemption from the registration requirements of the 1933 Act, and in each case only in accordance with all other applicable securities laws;
(iv) Subscriber understands and agrees not to engage in any hedging transactions involving the Securities; and
(v) Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Agreement, including: (i) the legal requirements within its jurisdiction for the purchase of the Securities; (ii) any foreign exchange restrictions applicable to such purchase; (iii) any governmental or other consent...
Regulation S Compliance. The Company is a Category 2 issuer for purposes of Regulation S. No directed selling efforts within the meaning of Rule 902 under the 1933 Act were or will be used by the Company and its subsidiaries or any of their representatives (other than you, as to whom the Company and the Guarantors make no representation) with respect to Securities sold in reliance on Regulation S, and the Company, any affiliate of the Company and any person acting on its or their behalf (other than you, as to whom the Company and the Guarantors make no representation) has complied with and will implement the “offering restrictions” required by Rule 902 under the 1933 Act.
