Regulation S; Non-U.S. Person Status Sample Clauses

Regulation S; Non-U.S. Person Status. For purposes of compliance with the Regulation S exemption for the offer and sale of the Securities to non-U.S. Persons, if the Purchaser is not a “U.S. Person,” as such term is defined in Rule 902(k) of Regulation S, the Purchaser represents and warrants they are a person or entity that is outside the United Sates, and further represents and warrants as follows:
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Regulation S; Non-U.S. Person Status. For purposes of compliance with the Regulation S exemption for the acquisition of the Securities by non-U.S. Persons, the Shareholder makes the following representations, warranties and covenants:
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Regulation S; Non-U.S. Person Status. For purposes of compliance with the Regulation S exemption for the offer and sale of Investment Securities to non-U.S. Persons, if the undersigned is not a “US Person,” as such term is defined in Rule 902(k) of Regulation S, the undersigned has initialed the following representation (please initial below if applicable): _______ The undersigned is a person or entity that is outside the United States and is not a “US Person,” as such term is defined in Rule 902(k) of Regulation S.1 If the undersigned is a non-U.S. Person, then the undersigned makes the following representations, warranties and covenants:
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Regulation S; Non-U.S. Person Status. The Participant is familiar with Regulation S and he is not a “U.S. Person,” as defined in Regulation S. At the time the Shares are offered to the Participant, he is outside the United States, and he is outside of the United States as of the date of execution and delivery of this Agreement. Neither the Participant nor anyone acting on such Participant’s behalf has prearranged the resale of any of the Shares with a “U.S. Person” or other purchaser in the United States.
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Regulation S; Non-U.S. Person Status. For purposes of compliance with the Regulation S exemption for the offer and sale of Shares to non-U.S. Persons, if the Subscriber is not a “U.S. Person,” as such term is defined in Rule 902(k) of Regulation S promulgated under the Securities Act, the Subscriber has initialed the following representation (please initial below, if applicable): ______ The Subscriber is a person or entity that is outside the United States and is not a “U.S. Person,” as such term is defined in Rule 902(k) of Regulation S promulgated under the Securities Act.1 1 Rule 902(k) of Regulation S under the Securities Act provides in part as follows:
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Related to Regulation S; Non-U.S. Person Status

  • Restricted Global Note to Regulation S Global Note If the holder of a beneficial interest in the Restricted Global Note at any time wishes to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer its interest in such Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such transfer or exchange may be effected, only in accordance with this clause (ii) and the rules and procedures of DTC, in each case to the extent applicable (the “Applicable Procedures”). Upon receipt by the Registrar from the Transfer Agent of (A) written instructions directing the Registrar to credit or cause to be credited an interest in the Regulation S Global Note in a specified principal amount and to cause to be debited an interest in the Restricted Global Note in such specified principal amount, and (B) a certificate in the form of Exhibit B attached hereto 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 Notes and (x) pursuant to and in accordance with Regulation S or (y) that the interest in the Restricted Global Note being transferred is being transferred in a transaction permitted by Rule 144, then the Registrar shall reduce or cause to be reduced the principal amount of the Restricted Global Note and shall cause DTC to increase or cause to be increased the principal amount of the Regulation S Global Note by the aggregate principal amount of the interest in the Restricted Global Note to be exchanged or transferred.

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