Regulation S Representations and Restrictions Sample Clauses

Regulation S Representations and Restrictions. The Purchaser makes the following additional representations, warranties and agreements:
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Regulation S Representations and Restrictions. (a) Such Shareholder (1) is domiciled outside the United States; (2) is not a U.S. Person as defined in Rule 902 of Regulation S, is acquiring the Buyer Common Stock for investment for such Shareholder’s own account, and not as nominee or agent, and not for the account or benefit of any U.S. Person; and (3) represents and warrants that at the time of the Closing, such Shareholder and any Person acting on such Shareholder’s behalf in connection therewith will be located outside the United States.
Regulation S Representations and Restrictions. If Holder is not a U.S. Person as defined in Rule 902(k) of Regulation S under the Act, as indicated on Holders signature page hereto, Holder makes the following additional representations, warranties and agreements:
Regulation S Representations and Restrictions. If Hxxxxx’s address on the signature page hereto is an address located outside of the United States, Holder makes the following additional representations, warranties and agreements:
Regulation S Representations and Restrictions. The 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 and will offer, sell, pledge or otherwise transfer the Shares (or create or maintain any derivative position equivalent thereto) only pursuant to registration under the Securities Act or any available exemption therefrom such as Rule 144 and, in any case, in accordance with applicable state securities Laws. Purchaser acknowledges and agrees that the Company shall not register the transfer of the Shares in violation of these restrictions.
Regulation S Representations and Restrictions. INFN is nota United States Person as defined in Rule 902(k) of Regulation S under the Securities Act of 1933. The offer and sale of the Purchased Shares to INFN 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 INFN is not acquiring the Purchased Shares for the account or benefit of any U.S. Person and:
Regulation S Representations and Restrictions. 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 Securities 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 Securities for the account or benefit of any U.S. Person and:
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Regulation S Representations and Restrictions. Holder makes the following additional representations, warranties and agreements:
Regulation S Representations and Restrictions. Shareholder is not a U.S. Person as defined in Rule 902(k) of Regulation S under the Securities Act. The offer and issuance of the Omneon Shares to Shareholder 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 Shareholder is not acquiring the Omneon Shares (or the Conversion Shares) for the account or benefit of any U.S. Person and:

Related to Regulation S Representations and Restrictions

  • Securities Law Restrictions In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

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