Common use of US selling restrictions Clause in Contracts

US selling restrictions. Pretivm represents, warrants and agrees that (i) none of Pretivm, its subsidiaries, any persons acting on its or their behalf, has engaged or will engage in any directed selling effort (within the meaning of Regulation S) with respect to the Units, the Warrants or the common shares of Pretivm; (ii) it and they have complied and will comply with the requirements for an “offshore transaction”, as such term is defined in Regulation S; (iii) none of Pretivm, its subsidiaries or any person acting on its or their behalf has offered or will offer to sell any of the Units by means of any form of general solicitation or general advertising (as those terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the 1933 Act; (iv) it is a “foreign issuer” within the meaning of Regulation S and reasonably believes that there is no “substantial U.S. market interest” in the Units, the Warrants or the common shares of Pretivm (as such term is defined under Regulation S); and (v) it will notify Computershare Investor Services Inc. as soon as practicable upon it becoming a “domestic issuer”, as defined in Regulation S.

US selling restrictions. Pretivm represents, warrants and agrees that (i) none of Pretivm, its subsidiaries, any persons acting on its or their behalf, has engaged or will engage in any directed selling effort (within the meaning of Regulation S) with respect to the Units, the Warrants or the common shares of PretivmFT Shares; (ii) it and they have complied and will comply with the requirements for an “offshore transaction”, as such term is defined in Regulation S; (iii) none of Pretivm, its subsidiaries or any person acting on its or their behalf has offered or will offer to sell any of the Units FT Shares by means of any form of general solicitation or general advertising (as those terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the 1933 Act; (iv) it is a “foreign issuer” within the meaning of Regulation S and reasonably believes that there is no “substantial U.S. market interest” in the Units, the Warrants or the common shares of Pretivm FT Shares (as such term is defined under Regulation S); and (v) it will notify Computershare Investor Services Inc. as soon as practicable upon it becoming a “domestic issuer”, as defined in Regulation S.

US selling restrictions. Pretivm The Company represents, warrants and agrees that (i) none of Pretivmthe Company, its subsidiaries, any persons acting on its or their behalf, including the Vendor, has engaged or will engage in any directed selling effort (within the meaning of Regulation S) with respect to the Units, the Warrants or the common shares of PretivmShares; (ii) it and they have complied and will comply with the requirements for an “offshore transaction”, as such term is defined in Regulation S; (iii) none of Pretivmthe Company, its subsidiaries or subsidiaries, any person acting on its or their behalf behalf, including the Vendor, has offered or will offer to sell any of the Units Shares by means of any form of general solicitation or general advertising (as those terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the 1933 Act; (iv) it is a “foreign issuer” within the meaning of Regulation S and reasonably believes that there is no “substantial U.S. market interest” in the Units, Shares of the Warrants or the common shares of Pretivm Company (as such term is defined under Regulation S); and (v) it will notify Computershare Investor Services Inc. as soon as practicable upon it becoming a “domestic issuer”, as defined in Regulation S.