Formed by a U. S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.
Formed by a U. S. person (as defined under any other clause of this definition) principally for the purpose of investing in securities not registered under the [Securities] Act The institutional accredited investor exclusion from the Regulation S definition of U.S. Person has historically been a very important means for U.S. investors and investment managers to participate in non-U.S. securities markets. By establishing offshore investment entities, investors that met the relatively objective test for accredited investor status could participate in offshore transactions involving the offer and sale of securities outside the scope of U.S. federal securities laws. The use of a different definition of a “U.S. person” in the U.S. Risk Retention Rules means that the certain foreign-related transactions safe harbor, which is discussed below, will not be available where more than 10% of the obligations issued by the Issuer are acquired by offshore investment vehicles established by U.S. investors, notwithstanding that the securities acquired may be exempt from registration under Regulation S.
Formed by a U. S. Person principally for the purpose of investing in securities not registered under the Securities Act of 1933, as amended. S2 REPRESENTATIONS AND WARRANTIES Attached to and made a part of that certain Interim Executive Equity Participation Program Stock Subscription Agreement (Basic Equity Account) dated December 31, 1998 between Korn/Ferry International and [Insert Executive's Name].
Formed by a U. S. person (as defined under any other clause of this definition) principally for the purpose of investing in securities not registered under the [Securities] Act The institutional accredited investor exclusion from the Regulation S definition of U.S. Person has historically been a very important means for U.S. investors and investment managers to participate in non-U.S. securities markets. By establishing offshore investment entities, investors that met the relatively objective test for accredited investor status could participate in offshore transactions involving the offer and sale of securities outside the scope of U.S. federal securities laws. The use of a different definition of a “U.S. person” in the U.S. Risk Retention Rules means that the certain foreign-related transactions safe harbor, which is discussed below, will not be available where more than 10% of the obligations issued by the Issuer are acquired by offshore investment vehicles established by U.S. investors, notwithstanding that the securities acquired may be exempt from registration under Regulation S. To strengthen the likelihood of compliance with the 10% limit with the certain foreign-related transactions safe harbor in the U.S. Risk Retention Rules, each purchaser of Securities, including beneficial interests in such Securities, will be deemed to have made the following representations set out in “Selling Restrictions – United States of America – General Selling Restrictions” confirming that it (1) is not a Risk Retention U.S. Person, (2) is acquiring such Securities or a beneficial interest in such Securities for its own account and not with a view to distribute such Securities, or, in the case of a distributor, will only distribute such Securities to a person which is not a Risk Retention U.S. Person, and (3) is not acquiring such Securities or a
