Common use of Exempt Offering Clause in Contracts

Exempt Offering. The offer and sale of the Purchased Shares under this Agreement are or shall be exempt from the registration requirements and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended (the “Act”), and from the registration or qualification requirements of any other applicable securities laws and regulations. None of the Company, its affiliates, or any person acting on its behalf, has engaged in any directed selling efforts (within the meaning of Regulation S under the Act) in the United States in connection with the transactions contemplated in this Agreement.

Exempt Offering. The offer and sale of the Purchased Shares under this Agreement are or shall be exempt from the registration requirements and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended (the “Act”), and from the registration or qualification requirements of any other applicable securities laws and regulations. None of the Company, its affiliates, Affiliates or any person acting on its or their behalf, has engaged in any directed selling efforts (within the meaning of Regulation S under the Act) in the United States in connection with the transactions contemplated in this Agreement.

Exempt Offering. The offer and sale of the Purchased New Shares under this Agreement are or shall be exempt from the registration requirements and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended (the “Act”), and from the registration or qualification requirements of any other applicable securities laws and regulations. None of the Company, its affiliates, or any person acting on its behalf, has engaged in any directed selling efforts (within the meaning of Regulation S under the Act) in the United States in connection with the transactions contemplated in this Agreement.

Exempt Offering. The offer and sale of the Purchased Shares under this Agreement are or shall be exempt from the registration requirements and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended (the “Act”), and from the registration or qualification requirements of any other applicable securities laws and regulations. None of the Company, its affiliates, or any person Person acting on its behalf, has engaged in any directed selling efforts (within the meaning of Regulation S under the Securities Act) in the United States in connection with the transactions contemplated in this Agreement.

Exempt Offering. The offer and sale of the Purchased Shares under this Agreement are or shall be exempt from the registration requirements and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended (the “Act”), and from the registration or qualification requirements of any other applicable securities laws and regulations. None of the Company, its affiliates, or any person acting on its behalf, has engaged in any directed selling efforts (within the meaning of Regulation S under the Securities Act) in the United States in connection with the transactions contemplated in this Agreement.

Exempt Offering. The offer and sale of the Purchased Shares under this Agreement are or shall be exempt from the registration requirements and prospectus delivery requirements of the U.S. United States Securities Act of 1933, as amended (the “Act”), and from the registration or qualification requirements of any other applicable securities laws and regulations. None of the Company, its affiliates, or any person acting on its behalf, has engaged in any directed selling efforts (within the meaning of Regulation S under the Act) in the United States in connection with the transactions contemplated in this Agreement.

Exempt Offering. The offer sale and sale delivery of the Purchased Sale Shares under by such Selling Shareholder pursuant to this Agreement are or shall be exempt from the registration requirements and prospectus delivery requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), ) and from the registration or qualification requirements of any other applicable securities laws and regulations. None of the Company, its affiliates, or any person acting on its behalf, has engaged in any directed selling efforts (within the meaning of Regulation S under the Act) in the United States in connection with the transactions contemplated in this Agreement.