Distribution Compliance Period. The Purchaser agrees not to resell, pledge or transfer any Purchased Shares within the United States or to any U.S. Person, as each of those terms is defined in Regulation S, during the 40 days following the Closing Date.
Distribution Compliance Period. It acknowledges that all offers and sales of the Purchase Shares before the end of the “distribution compliance period” (as such term is defined in Regulation S of the Securities Act) be made only in accordance with Regulation S of the Securities Act, pursuant to registration of the securities under the Securities Act or pursuant to an exemption therefrom.
Distribution Compliance Period. The Option Holder acknowledges that all offers and sales of the Purchase Shares before the end of the “distribution compliance period” (as such term is defined in Regulation S) be made only in accordance with Regulation S, pursuant to registration of the securities under the Securities Act or pursuant to an exemption therefrom.
Distribution Compliance Period. Prior to the termination of the Distribution Compliance Period with respect to the issuance of the Notes, transfers of interests in the Temporary Regulation S Global Secured Notes to U.S. persons (as defined in Regulation S) shall be limited to transfers made pursuant to the provisions of clause (ii) above. The Trustee shall be entitled to assume that the Distribution Compliance Period ends on the 40th day following the Closing Date, except to the extent notified to the contrary by the Issuer or the Collateral Manager on the Issuer’s behalf.
Distribution Compliance Period. The Subscriber understands and agrees that offers and sales of any of the Securities prior to the expiration of a period of one year after the date of transfer of the Securities under this Subscription Agreement (the “Distribution Compliance Period”), shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the Securities Act or an exemption therefrom, and in each case only in accordance with all applicable securities laws.
Distribution Compliance Period. Purchaser understands that the Purchase Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Purchase Shares have not been registered under the Securities Act or any other securities laws of the United States or any other jurisdiction. It understands that its investment in the Shares involves a high degree of risk and that it may lose its entire investment. It can bear the economic risk of the investment for an indefinite period of time. It acknowledges that the Shares may not be sold, hypothecated or otherwise disposed of unless registered under the Securities Act and applicable state securities laws or an exemption from registration is available. Any resale of any of the Shares may be made only pursuant to (i) a registration statement under the Securities Act which has been declared effective by the Securities and Exchange Commission and is effective at the time of such sale, or (ii) a specific exemption from the registration requirements of the Securities Act. In claiming any such exemption, it will, prior to any sale or distribution of any Shares securities advise the Company, and, if requested, provide the Company with a favorable written opinion of counsel, in form and substance satisfactory to the Company's counsel, as to the applicability of such exemption to the proposed sale or distribution.
Distribution Compliance Period. The Subscriber understands and agrees that offers and sales of any of the Common Shares prior to the expiration of a period of two years after the date of transfer of the Common Shares under this Subscription Agreement (the “Distribution Compliance Period”), shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the U.S. Securities Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the U.S. Securities Act or an exemption therefrom, and in each case only in accordance with all applicable securities laws; and
Distribution Compliance Period. Distribution Compliance Period" means a period that begins when the Shares are first issued by DRD under this Loan Agreement during a Redemption Period and continues until after the expiration of 40 days from the completion of the distribution of the Shares issued or issuable under this Loan Agreement, as determined by IBL and certified to DRD. IBL will give DRD written notices of the beginning of the 40 day Distribution Compliance Period at least 3 Business Days before the beginning of the Distribution Compliance Period and a copy of IBL's certification of the date of completion of the distribution of the Shares within one business day of that completion.
Distribution Compliance Period. Distribution Compliance Period" means a period that begins when the Ordinary Shares are first issued by DRD under this Loan Agreement during a Redemption Period and continues until the expiration of the period 40 days from whichever is the later of completion of the distribution of the Ordinary Shares as determined by IBL and certified to DRD and the Final Redemption Date. IBL will give DRD written notices of the beginning of the 40 day Distribution Compliance Period at least 3 Business Days before the beginning of the Distribution Compliance Period.
Distribution Compliance Period. The Holder certifies that the Warrant has not been exercised within the United States. The Holder acknowledges and understands that all offers and sales of the Warrant Shares prior to the expiration of the 40-day period commencing the day after the Warrant Shares are issued shall be made only in accordance with the provisions of Regulation S promulgated under the Securities Act of 1933, pursuant to registration of the securities under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act, it being understood that Warrant Shares issued pursuant to Regulation S will generally not be freely tradable unless resale is registered under the Securities Act or pursuant to Rule 144. Such Holder further represents and warrants and agrees that the offer or resale of the Warrant Shares by such Holder, if made prior to the expiration of the 40-day period commencing the day after the date of issuance, shall not be made to a U.S. person (as defined in Regulation S promulgated under the Securities Act) or for the account or benefit of a U.S. person (other than a distributor). The Holder understands that the Warrant Shares are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering.]
