Regulation S Reselling Sample Clauses

Regulation S Reselling. Trust may, from time-to-time, resell some or all of the Shares in qualifying transactions effected pursuant to Securities and Exchange Commission Regulation S. In such event, Trust shall have the sole responsibility to ensure, among other things, that any sales made by it directly or by brokers employed by it will be effected to non-U.S. Persons, that any brokers employed by it are qualified to effect such resales by the applicable laws of the jurisdiction in which the broker operates and the purchasers reside, and that it will provide instructions to the Company’s transfer agent that the Shares shall contain an appropriate legend restricting further resale. Trust furthermore agrees that any disclosure statement used by it in connection with any such offer or sale shall be limited solely to documents either prepared by the Company (although the Company specifically disclaims any obligation to prepare such document), or filed by the Company with the Securities and Exchange Commission. Provided that resale is conducted in accordance with the restrictions provided for herein, Company agrees to register any Shares sold by Trust in its share ledger in the name of the purchaser. Trust understands and agrees that the sale of any Shares under these provisions will not establish any rights in favor of the purchaser beyond those rights granted to Trust, and further agrees to inform any broker or purchaser with respect to the rights, obligations and limitations applicable to it as set out in this Agreement.
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Related to Regulation S Reselling

  • Regulation S-P In accordance with Regulation S-P, if non-public personal information regarding any party’s customers or consumers is disclosed to the other party in connection with this Agreement, the other party receiving such information will not disclose or use that information other than as necessary to carry out the purposes of this Agreement.

  • Regulation S Compliance If the Purchaser is a non-U.S. Person (as defined in Regulation S promulgated under the Securities Act), neither the Purchaser nor any person acting on its behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person (as defined in Regulation S promulgated under the Securities Act) with respect to the Note and the Purchaser and any person acting on its behalf has complied and will comply with the “offering restrictions” requirements of Regulation S. 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. Neither the Purchaser nor any person acting on its behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for the Note. The Purchaser agrees not to cause any advertisement of the Note to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Note, except such advertisements that include the statements required by Regulation S, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws.

  • Regulation S Global Notes Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Legended Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of the designated Participants in the Depositary, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in a Legended Regulation S Global Note shall be exchanged for beneficial interests in an Unlegended Regulation S Global Note pursuant to Section 2.06 and the Applicable Procedures. Simultaneously with the authentication of Unlegended Regulation S Global Notes, the Trustee shall cancel such Legended Regulation S Global Note. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

  • Transfers of Regulation S Notes The following provisions shall apply with respect to any proposed transfer of a Regulation S Note prior to the expiration of the Restricted Period:

  • Regulation S Exemption The Purchaser understands that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares. In this regard, the Purchaser represents, warrants and agrees that:

  • Regulation S Legend Each Regulation S Global Note should bear a legend in substantially the following form: THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.

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