U.S. Securities Act. The Bonds have not been registered under the US Securities Act, and the Issuer is under no obligation to arrange for registration of the Bonds under the US Securities Act.
U.S. Securities Act. The term “U.S. Securities Act” means the United States Securities Act of 1933, as amended.
U.S. Securities Act. The Sale Shares shall only be offered and sold:
(a) to persons that are not in the United States and acquire Sale Shares in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act of 1933 (U.S. Securities Act)) in reliance on Regulation S under the U.S. Securities Act (Regulation S); and
(b) to persons in the United States or who are acting for the account or benefit of persons in the United States that are dealers or other professional fiduciaries organised, incorporated or (if an individual) resident in the United States that are acting for an account (other than an estate or trust) held for the benefit or account of persons that are not "U.S. persons" (as defined in Regulation S) for which they have, and are exercising, investment discretion within the meaning of Rule 902(k)(2)(i) of Regulation S (Eligible U.S Fund Managers) in reliance on Regulation S.
U.S. Securities Act. The Sale Shares shall only be offered and sold to:
(a) persons that are not in the United States and are not acting for the account or benefit of persons in the United States, in "offshore transactions" (as defined in Rule 902(h) under the U.S. Securities Act of 1933 (U.S. Securities Act)) in reliance on Regulation S under the U.S. Securities Act (Regulation S); and
(b) persons in the United States or who are acting for the account or benefit of persons in the United States (i) whom the Lead Manager reasonably believes to be qualified institutional buyers (QIBs), as defined in Rule 144A under the U.S. Securities Act, in transactions exempt from the registration requirements of the U.S. Securities Act pursuant to Rule 144A thereunder; or (ii) that are dealers or other professional fiduciaries organised, incorporated or (if an individual) resident in the United States that are acting for an account (other than an estate or trust) held for the benefit or account of persons that are not "U.S. persons" (as defined in Regulation S) for which they have, and are exercising, investment discretion within the meaning of Rule 902(k)(2)(i) of Regulation S (Eligible U.S Fund Managers) in reliance on Regulation S.
U.S. Securities Act. The Sale Shares shall only be offered and sold:
(a) to persons that are not in the United States in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act of 1933, as amended (U.S. Securities Act)) in reliance on Regulation S under the U.S. Securities Act (Regulation S); and
(b) to persons in the United States to persons (i) whom the Lead Manager reasonably believes to be qualified institutional buyers (QIBs), as defined in Rule 144A under the U.S. Securities Act (Rule 144A), in transactions exempt from the registration requirements of the U.S. Securities Act pursuant to Rule 144A thereunder; or (ii) that are dealers or other professional fiduciaries organised, incorporated or (if an individual) resident in the United States that are acting for an account (other than an estate or trust) held for the benefit or account of persons that are not "U.S. persons" (as defined in Rule 902(k) of Regulation S) for which they have, and are exercising, investment discretion, within the meaning of Rule 902(k)(2)(i) of Regulation S (Eligible U.S. Fund Managers) in reliance on Regulation S.
U.S. Securities Act. The Sale Securities shall only be offered and sold:
(a) to persons that are not in the United States and are not “U.S. persons” (as defined in Rule 902(k) under the U.S. Securities Act of 1933 (the “U.S. Securities Act”)) (“U.S. Persons”) and are not acting for the account or benefit of U.S. Persons, in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act ("Regulation S"); and
(b) to persons that are either (A) in the United States whom the Lead Manager reasonably believes to be qualified institutional buyers ("QIBs"), as defined in Rule 144A under the U.S. Securities Act, in transactions exempt from the registration requirements of the U.S. Securities Act pursuant to Rule 144A thereunder or (B) dealers or other professional fiduciaries organised, incorporated or (if an individual) resident in the United States that are acting for an account (other than an estate or trust) held for the benefit or account of persons that are not “U.S. Persons” (as defined in Rule 902(k) under the Securities Act), for which they have and are exercising investment discretion, within the meaning of Rule 902(k)(2)(i) of Regulation S (“Eligible U.S. Fund Managers”), in reliance on Regulation S.
U.S. Securities Act. The Sale Securities shall only be offered and sold to persons that are not in the United States and are not “U.S. persons” (as defined in Rule 902(k) under the U.S. Securities Act of 1933 (the “U.S. Securities Act”)) (“U.S. Persons”) and are not acting for the account or benefit of U.S. Persons, in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act ("Regulation S").
U.S. Securities Act. The Sale Shares may only be offered and sold:
(a) to persons that are not in the United States in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S; and
(b) to persons in the United States: (i) whom the Lead Manager reasonably believes to be QIBs, in transactions exempt from the registration requirements of the U.S. Securities Act pursuant to Rule 144A thereunder, or (ii) that are Eligible U.S. Fund Managers, in reliance on Regulation S.
U.S. Securities Act. 27.1 Each Vendor is, and at all times relevant to the Purchaser’s offer to sell the Consideration Shares was, an “accredited investor” as defined under Rule 501 of Regulation D promulgated under the Securities Act.
27.2 Each Vendor is and will be acquiring the Consideration Shares for such Vendor’s own account, for investment, and not with a view to any resale or distribution of the Consideration Shares in whole or in part, in violation of the Securities Act or any applicable securities laws.
27.3 The offer and sale of the Consideration Shares is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) promulgated thereunder. Each Vendor understands that the Consideration Shares purchased hereunder have not been registered under the Securities Act and that none of the Consideration Shares can be sold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable or, in the opinion of counsel for the Purchaser, an exemption from registration under the Securities Act is available (and then the Consideration Shares may be sold or transferred only in compliance with such exemption and all applicable state and other securities laws to the reasonable satisfaction of counsel for the Purchaser). None of the Vendors will sell any of the Consideration Shares in breach of this Warranty 27.3.
27.4 Each Vendor (i) is capable of evaluating the risks and merits of an investment in the Purchaser by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters, (ii) recognises that such Vendor’s investment in the Purchaser involves a high degree of risk and (iii) is capable of bearing the entire loss of its investment in the Consideration Shares.
27.5 None of the Vendors has any agreement or arrangement with any party for the sale or disposition of the Consideration Shares to be purchased pursuant to this Agreement.
U.S. Securities Act. (a) The Sale Shares shall only be offered and sold to persons that are not in the United States and are not acting for the account or benefit of persons in the United States in “offshore transactions” (as defined in Rule 902(h) under the U.S. Securities Act of 1933 (U.S. Securities Act)) in reliance on Regulation S under the U.S. Securities Act (Regulation S).
