Regulation S Representations and Warranties. (a) US Person. Investor represents that it is not an “U.S. Person” as that term is defined in Rule 902(k) of Regulation S promulgated under the Securities Act, that the Investor resides outside of the United States, and that the Investor has accurately completed the accredited investor questionnaire set forth as Exhibit A attached hereto.
Regulation S Representations and Warranties. Except with respect to the one Stockholder who has been previously identified to Cellegy as being a "U.S. person" (which Stockholder shall not be deemed to make the representations and warranties in this Section 11.8):
Regulation S Representations and Warranties. US Person. Investor represents that it is not an “U.S. Person” as that term is defined in Rule 902(k) of Regulation S promulgated under the Securities Act, that the Investor resides outside of the United States, and that the Investor has accurately completed the accredited investor questionnaire set forth as Exhibit A attached hereto. At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the Subscriber was outside of the United States. The transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act. Dealer; Distributor. Investor represents that it is not a distributor or dealer as such term is defined in Section 2(a)(12) of the Securities Act, or a person receiving a selling concession, fee or other remuneration in connection with the Securities. Resale Limitations. Investor understands that the Securities have not been, and will not upon issuance be, registered under the Securities Act of 1933, as amended (the “Securities Act”), and further understands that the Securities are “restricted securities” as such term is defined in Rule 144 promulgated under the Act and may be resold without registration under the Act and the applicable rules and regulations under the Act, only in very limited circumstances. In this connection, Investor represents that it is familiar with the terms and provisions of Regulation S (including Rule 903 and Rule 904 promulgated under the Securities Act) and Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Investor further agrees that all offers and sales of the Securities prior to the expiration of the one year distribution compliance period shall be made in accordance with the terms and provisions of the Securities Act including without limitation Rules 144, 903 and 904 promulgated under the Securities Act, pursuant to a registration of the Securities under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act. Neither the undersigned nor or any person acting on its behalf has engaged, nor will engage, in any directed selling efforts to U.S. Persons with respect to the Shares and the undersigned and any person acting on its ...
Regulation S Representations and Warranties. (i) Such Purchaser is not a “U.S. Person” (as such term is defined in Regulation S) and such Purchaser is not acquiring the Shares or Warrants for the account or benefit of any U.S. Person. At the time of (a) the offer by the Company and (b) the acceptance of the offer by such Purchaser, of the Securities, such Purchaser was outside the United States.
Regulation S Representations and Warranties. Assuming the accuracy in all respects of the representations and warranties of the Shareholder in Section 5.27, the offer and sale of the STAR Shares by STAR to the Shareholder in the manner contemplated by this Agreement will be exempt from the registration requirements of the Securities Act by reason of Regulation S promulgated under the Securities Act ("Regulation S").
Regulation S Representations and Warranties
