Common use of Regulation S Representations, Acknowledgements and Warranties Clause in Contracts

Regulation S Representations, Acknowledgements and Warranties. (a) The Subscriber acknowledges that the Subscribed for Shares are being offered and sold in reliance on the exemptions from the registration requirements of the 1933 Act provided by the provisions of Regulation S as promulgated under the 1933 Act, and that the Subscribed for Shares may not be resold in the United State or to a US Person as defined in Regulation S, except pursuant to an effective registration statement or an exemption from the registration provisions of the 1933 Act as evidenced by an opinion of counsel acceptable to the Company, and that in the absence of an effective registration statement covering the Subscribed for Shares or an available exemption from registration under the 1933 Act, the Subscribed for Shares must be held indefinitely. The Subscriber further acknowledges that this Agreement is not intended as a plan or scheme to evade the registration requirements of the 1933 Act;