Sales Outside the United States. With respect to offers and sales outside the United States:
(i) Such Initial Purchaser agrees that it has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 of Regulation S (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S or another exemption from the registration requirements of the Securities Act. Such Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement with respect to the Securities (including any “tombstone” advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as permitted by and include the statements required by Regulation S.
(ii) Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 of Regulation S, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the date the Securities were first offered to persons other than distributors in reliance on Regulation S and the Closing Date (as defined in the Purchase Agreement dated December 7, 2012 by and among Xxx Energy Corporation, a Delaware corporation, as issuer, and the guarantors and initial purchasers named therein), except in either case in accordance with Regulation S under the Securities Act (or in accordance with Rule 144A under the Securities Act or to accredited investors in transactions that are exempt from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Securities covered hereby in reliance on ...
Sales Outside the United States. With respect to sales outside the United States, royalty amounts owed shall first be calculated in the currency of sale, and then such amounts shall be converted into U.S. Dollars based on applicable currency exchange rates (as provided in Section 6.8(c)), and such Dollar amount of the royalties shall be paid to Achillion.
Sales Outside the United States. Distributor agrees not to distribute or sell Products outside of the United States, its territories or possessions, unless otherwise agreed to between the Parties in a written amendment to this Agreement.
Sales Outside the United States. The Units may be offered and sold (i) in one or more provinces and territories of Canada by any of the Underwriters or their respective affiliates that are registered in an appropriate category, or are exempt from registration, to make such offers and sales in compliance with applicable Canadian securities laws, and without being qualified under a prospectus in any such Canadian jurisdiction in reliance on one or more of the prospectus exemptions under National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators (“NI 45-106”), or (ii) in other jurisdictions outside the United States. Any such offers and sales shall be made only to such persons or entities and in such manner that, pursuant to the provisions of applicable securities laws, no prospectus or similar documents need be filed with or delivered to any securities regulatory authorities in any applicable jurisdictions in connection therewith (other than, if applicable, the post-closing delivery of the Preliminary Prospectus and Prospectus and any applicable Canadian supplement and any required reports pursuant to applicable Canadian securities laws in respect of the prospectus-exempt distribution of the Units).
Sales Outside the United States. Notwithstanding the provisions of Section 12.3 and 12.4 of this Agreement, with respect to Notes issued to a holder (a "Foreign Holder") who is not a U.S. Person (as defined in Regulation S promulgated by the Commission under the Securities Act) and who acquired the Notes in an offshore transaction in accordance with the provisions of Regulation S: (i) the Notes issued to the Foreign Holder shall not bear the restrictive legend set forth in the first sentence of Section 12.3 of this Agreement and (ii) Section 12.4 of this Agreement shall not apply to the Foreign Holder; provided, however, that prior to any transfer or attempted transfer of any Note or Restricted Stock, a Foreign Holder shall given written notice to the Company of such holder's intention to transfer and the name, address, and nationality of the proposed transferee.
Sales Outside the United States. Distributor agrees not to distribute or sell Products outside of the Territory, unless otherwise agreed to between the Parties in a written amendment to this Agreement. However, shipments to Puerto Rico are subject to additional fees equal to additional and actual out- of-pocket costs incurred by Distributor.
Sales Outside the United States. Accredo agrees not to dispense or otherwise distribute Products outside of the United States, its territories or possessions, unless otherwise agreed to between the Parties in a written amendment to this Agreement.
Sales Outside the United States. The Purchaser acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of the Securities, in any jurisdiction outside the United States where legal action by the Company for that purpose is required. The Purchaser, if outside the United States, will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Securities or has in its possession or distributes any offering material, in all cases at its own expense.
Sales Outside the United States. CuraScript agrees not to dispense or otherwise distribute Products outside of the United States, its territories or possessions, unless otherwise agreed to between the Parties in a written amendment to this Agreement.
Sales Outside the United States. Buyer acknowledges that no action has been or will be taken by Seller or the Company in any jurisdiction outside the United States by the Company that would permit an offering of the Securities in any jurisdiction outside the United States where action for that purpose is required. Buyer will comply with all applicable laws and regulations in each foreign jurisdiction in which he purchases, offers, sells, or delivers Securities at his own expense.
