Common use of U.S. Resale Restrictions Clause in Contracts

U.S. Resale Restrictions. Purchaser understands and acknowledges that the Shares have not been registered under the U.S. Securities Act or any applicable securities laws of any state of the United States or regulations and may not be offered, sold, pledged or transferred, directly or indirectly in the United States or to, or for the account or benefit of a U.S. Person, unless so registered or pursuant to an available exemption from such registration requirements. Unless registered, such control share provisions restrict the ability of the Purchaser to sell her shares in the open market in the United States subject to certain hold period, manner of sale, volume of sale and notice of sale restrictions and the Purchaser understands that they are purchasing the Shares from affiliates of the Company and the Purchaser understands that any offer or sale of the Shares prior to the end of a 40-day distribution compliance period from the date of closing is not made to a person in the United States or for the account or benefit of a U.S. person. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

U.S. Resale Restrictions. Purchaser understands and acknowledges that the Shares have not been registered under the U.S. Securities Act or any applicable securities laws of any state of the United States or regulations and may not be offered, sold, pledged or transferred, directly or indirectly in the United States or to, or for the account or benefit of a U.S. Person, unless so registered or pursuant to an available exemption from such registration requirements. Unless registered, such control share provisions restrict the ability of the Purchaser to sell her his shares in the open market in the United States subject to certain hold period, manner of sale, volume of sale and notice of sale restrictions and the Purchaser understands that they are purchasing the Shares from affiliates of the Company and the Purchaser understands that any offer or sale of the Shares prior to the end of a 40-day distribution compliance period from the date of closing is not made to a person in the United States or for the account or benefit of a U.S. person. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.