Common use of Regulation S Exemption Clause in Contracts

Regulation S Exemption. Party B understands, acknowledges and agrees that the offering and sale of the Shares to Party B has not been registered under the Securities Act or under any state securities laws or regulations and that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that Party A is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Party B set forth herein in order to determine the applicability of such exemptions and the suitability of Party B to acquire the Shares. In this regard, Party B represents, warrants and agrees that: