Regulation S Representations Clause Samples
POPULAR SAMPLE Copied 16 times
Regulation S Representations. Each Equityholder that is a non-U.S. Person and outside of the United States when receiving and executing this Agreement hereby represents and warrants to Parent and Merger Sub as follows:
(a) The Equityholder has not acquired the Securities as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the Securities Act) in the United States in respect of the Securities, 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 Securities; provided, however, that the Equityholder may sell or otherwise dispose of the Securities pursuant to registration thereof under the Securities Act and any applicable state and provincial securities laws or under an exemption from such registration requirements.
(b) The Equityholder acknowledges that the statutory and regulatory basis for the exemption from United States registration requirements claimed for the offer of the Securities, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to evade the registration provisions of the Securities Act or any applicable state or provincial securities laws.
(c) The Equityholder acknowledges that (i) the issuance and sale of the Securities is intended to be exempt from the registration requirements of the Securities Act, pursuant to the provisions of Regulation S; (ii) the Equityholder is not acquiring the Securities for the account or benefit of any U.S. Person; and (iii) the offer and sale of the Securities has not taken place, and it is not taking place, within the United States or its territories or possessions and is an “offshore transaction” as such term is defined in Regulation S.
(d) The Equityholder acknowledges that, pursuant to the provisions of Regulation S, the Securities cannot be sold, assigned, transferred, conveyed, pledged or otherwise disposed of to any U.S. Person or within the United States or its territories or possessions for a period of one (1) year from and after the Closing Date, unless such Securities are registered for resale in the United States pursuant to an effective registration statement under the Securities Act or another exemption from such registration is available. Such an Equityholder acknowledges that it has not engaged in any hedging transactions with regard to the Securities.
(e) The Equityh...
Regulation S Representations. (a) Neither the Company nor any of its affiliates (within the meaning of Rule 144 under the Securities Act) nor any person acting on its or their behalf has engaged or will engage in any Directed Selling Efforts in connection with the offer and sale of the Shares.
(b) The Company is a Reporting Issuer within the meaning of Regulation S.
(c) The Company has not offered the Shares to any persons other than the Purchasers.
(d) The offer and sale of the Shares to the Purchasers are not part of a plan or scheme on the part of the Company, any of its affiliates (within the meaning of Rule 144 under the Securities Act) or any person acting on its or their behalf to evade the registration provisions of the Securities Act.
Regulation S Representations. (a) Purchaser is not a U.S. Person and is not acquiring the Shares for the account or benefit of any U.S. Person, and Purchaser is not an affiliate (within the meaning of Rule 144 under the Securities Act) of the Company.
(b) At the time the buy orders for the Shares were originated, Purchaser was located outside the United States.
(c) Neither Purchaser nor any of its affiliates nor anyone acting on its or their behalf has engaged or will engage in any Directed Selling Efforts in connection with the offer and sale of the Shares.
(d) Purchaser: will not, prior to the later of the end of the Restricted Period and November 1, 1997, offer or sell any of the Shares (or create or maintain any derivative position equivalent thereto) in reliance on Regulation S and will only offer or sell any of the Shares (or create or maintain any derivative position equivalent thereto) during such period pursuant to registration under the Securities Act or pursuant to an available exemption from registration other than Regulation S and, in any case, in accordance with applicable state securities laws and the provisions of this Agreement; and will, after November 1, 1997, offer or sell the Shares (or create or maintain any derivative position equivalent thereto) only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration and, in any case, in accordance with applicable state securities laws and the provisions of this Agreement. Purchaser further agrees that unless the transfer is pursuant to a registration under the Securities Act, prior to the transfer (A) Purchaser will notify the Company of the proposed transfer and will furnish the Company with a detailed statement of the circumstances surrounding the proposed transfer, and (B) if reasonably requested by the Company, Purchaser will furnish the Company with an opinion of counsel, reasonably satisfactory to the Company and its counsel, that such transfer will not require registration of the Shares under the Securities Act. Purchaser agrees to provide an opinion of counsel for all transfers pursuant to Regulation S.
(e) Neither Purchaser's offer to buy the Shares nor Purchaser's acquisition of the Shares is part of a plan or scheme on the part of Purchaser, any of its affiliates or any person acting on its or their behalf to evade the registration requirements of the Securities Act.
(f) Purchaser's offer to buy the Shares const...
Regulation S Representations. The Holder hereby represents and warrants as follows:
(a) Holder is not a “U.S. Person” (as defined in Rule 902 of Regulation S) and is acquiring the Shares outside the United States in an offshore transaction meeting the requirements of Regulation S;
(b) Holder is not acquiring, has not offered, and will not offer prior to the expiration of the applicable compliance period pursuant to Rule 903 of Regulation S, the Shares for the account or benefit of any U.S. Person;
(c) Holder did not become aware of the Company or the Shares through any form of “directed selling efforts” (as defined in Rule 902 of Regulation S), and no general solicitation or general advertising in violation of the Securities Act has been or will be used nor will any offers by means of any directed selling efforts in the United States be made by Holder or any of its representatives in connection with the offer and sale of any of the Shares;
(d) At the time of the origination of contact concerning the transactions contemplated by this Agreement and on the date of execution and delivery of this Agreement by Holder, Holder was outside the United States;
(e) Holder’s acquisition of the Shares is not a transaction or part of series of transactions that, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act; and
(f) Holder is an accredited investor within the meaning of Regulation D promulgated under the Securities Act.
Regulation S Representations. Purchaser is not a United States Person as defined in Rule 902(k) of Regulation S under the Securities Act (a “U.S. Person”). The offer and sale of the Shares to the Purchaser was made in an offshore transaction (as defined in Rule 902(h) of Regulation S), no directed selling efforts (as defined in Rule 902(c) of Regulation S) were made in the United States, and the Purchaser is not acquiring the Shares for the account or benefit of any U.S. Person.
Regulation S Representations. 4.7.1 No offer of the Regulation S Memec US Stub Shares was made by Memec US in the United States;
4.7.2 Memec US, any Affiliate of Memec US, and any Person acting on behalf of Memec US or any such Affiliate (i) have not engaged in any Directed Selling Efforts with respect to the Regulation S Memec US Stub Shares and (ii) have complied with the Offering Restrictions requirements of Regulation S with respect to the Regulation S Memec US Stub Shares;
4.7.3 The transactions contemplated by this Agreement (i) have not been pre-arranged with a purchaser who is in the United States or is a U.S. Person (other than with respect to ▇▇▇▇▇▇▇▇ Ventures US Fund LP 1 and ▇▇▇▇▇▇▇▇ Venture US Fund LP 2) and (ii) are not part of a plan or scheme to evade the registration provisions of the Securities Act; and
4.7.4 Memec US has not issued, and after the Exchange Time will not issue, any stop transfer order or other order impeding the sale and delivery of the Regulation S Memec US Shares except for a stop order (to the extent required in compliance with Regulation S) restricting the sale of the Regulation S Memec US Stub Shares into the United States or to, or for the account or benefit of, U.S. Persons during the Distribution Compliance Period.
Regulation S Representations. The Investor hereby acknowledges and agrees that:
(i) it is not in the United States and is not a “U.S. Person” as defined in Rule 902 of Regulation S promulgated under the 1933 Act (a “U.S. Person”);
(ii) the Securities were not offered to the Investor in the United States and at the time its buy order was made, it was outside the United States;
(iii) this Agreement was delivered to, completed, executed and delivered by, the Investor (or its authorized signatory) outside the United States;
(iv) the Investor is not a “distributor” of securities, as that term is defined in Regulation S under the 1933 Act, nor a dealer in securities, and is not purchasing the Securities for the account or benefit of, directly or indirectly, any U.S. Person;
(v) the current structure of this transaction and all transactions and activities contemplated hereunder is not a scheme to evade the registration requirements of the 1933 Act; and
(vi) it has not purchased the Securities as a result of any form of “directed selling efforts” (as such term is used in Regulation S under the 1▇▇▇ ▇▇▇) or “general solicitation” or “general advertising” (as such terms are used under Rule 502(c) of Regulation D promulgated under the 1933 Act), including, but not limited to, any advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the Internet or broadcast over radio, television or the Internet, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.
Regulation S Representations. The Company is a reporting issuer as defined by Regulation S. The Company has not offered the Securities to any person in the United States of America or to any U.S. Person or for the account or benefit of any U.S. Person.
Regulation S Representations. (1) The Purchaser acknowledges and agrees that the Company shall, and shall instruct its transfer agent to, refuse to register any transfer of the Common Stock issued hereunder not made in accordance with the provisions of Regulation S, pursuant to registration under the U.S. Securities Act of 1933, or pursuant to an available exemption from registration.
(2) The Purchaser understands and acknowledges that the Shares, have not been registered under the Securities Act of 1933 as amended (the "Act") and are being offered in reliance upon the exemptions provided in Regulation S of the Act and the Rules and Regulations adopted thereunder. Accordingly, the Shares may not be offered or sold in the U.S. or to U.S. persons (as such term is used in Regulation S) unless the securities are registered under the Act, or an exemption for the regulation requirements is available. Furthermore, hedging transactions involving the Shares may not be conducted unless in compliance with the Act. The Purchaser makes the following representations and warranties to the Company with the intent that the same may be relied upon in determining the suitability of the Purchaser as a purchaser of securities:
(3) The Purchaser did not receive the offer for the Company for the Shares (the "Offer"), nor was he, she or it solicited to purchase the Shares, in the United States; that this Agreement has not been executed or delivered by the Purchaser in the United States, and neither the Purchaser nor any person acting on behalf of the Purchaser has engaged, directly or indirectly, in any negotiations with respect to the Offer or this Agreement in the United States;
(4) The Purchaser is not a U.S. person (i.e., (i) an individual resident in the U.S.; (ii) a partnership or corporation organized or incorporated in the United States; (iii) an estate of which any executor or administrator is a U.S. person; (iv) a trust of which any trustee is a U.S. person; (v) a dealer holding an account for a customer; (vi) an agency or branch of a foreign entity located in the U.S.; or (vii) a partnership or corporation (A) organized or incorporated under the laws of any foreign jurisdiction and (B) formed by a U.S. person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501 under the U.S. Securities Act) who are not individuals, estates or trusts), and is not acquiri...
Regulation S Representations. For purposes of this Section ----------------------------- 4.02, "United States" includes the United States, its territories and possessions, any state, and the District of Columbia. Each Shareholder is not a "U.S. Person", defined in Rule 902(k) of the Securities Act as any one of the following: (i) any natural person resident in the United States; (ii) any partnership or corporation organized under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. person; (iv) any trust of which any trustee is a U.S. person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or the account of a U.S. person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States; (viii) any partnership or corporation, if such entity was formed under the laws of a foreign jurisdiction by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors. Each Shareholder did not receive offering materials with respect to the transactions contemplated by the Agreement. At the time of this Agreement, each Shareholder is outside of the United States. Therefore Wang agrees not to sell or otherwise dispose of any of the common shares of Net Force received pursuant to this agreement unless such Shareholder:
(a) has delivered to Net Force a written legal opinion in form and substance satisfactory to counsel for Net Force to the effect that the disposition is permissible under the terms of the Securities Act and the rules and regulations promulgated thereunder;
(b) has complied with the registration and prospectus requirements of the Securities Act relating to such disposition; or
(c) has presented Net Force satisfactory evidence that such a disposition is exempt from registration under the Securities Act. The Net Force shall place a stop transfer order against transfers of shares until one of the conditions set forth in this paragraph have been met. Furthermore, Wang agrees that the certificates evidencing the common shares that each will receive under this Agreement will contain the following legend or one substantially similar: (begin b...