Common use of Accredited Investor; Regulation S Clause in Contracts

Accredited Investor; Regulation S. Except as set forth on Schedule 2.9 to this Agreement, the Shareholder either is (a) an “accredited investor” (as defined in Regulation D promulgated under the Securities Act) or (b) not a “U.S. person” within the meaning of Rule 902 of Regulation S of the Securities Act and is not acquiring Public Company Common Stock pursuant to this Agreement for the account or benefit of any U.S. person within the meaning of Rule 902 of Regulation S of the Securities Act (each such Shareholder, a “Regulation S Shareholder”).

Accredited Investor; Regulation S. Except as set forth on Schedule 2.9 2.8 to this Agreement, the Shareholder each Seller either is (a) an “accredited investor” (as defined in Regulation D promulgated under the Securities Act) or (b) not a “U.S. person” within the meaning of Rule 902 of Regulation S of the Securities Act and is not acquiring Public Company Buyer Common Stock pursuant to this Agreement for the account or benefit of any U.S. person Person within the meaning of Rule 902 of Regulation S of the Securities Act (each such ShareholderSeller, a “Regulation S ShareholderSeller”).