Common use of Legended Certificates Clause in Contracts

Legended Certificates. (1) The Warrants and the Subject Securities issuable upon exercise of the Warrants have not been, and will not be, registered under the U.S. Securities Act or applicable state securities laws. Each Warrant Certificate, and each certificate representing the Subject Securities, originally issued to or for the account or benefit of a U.S. Person or a person in the United States, and each Warrant Certificate, and each certificate representing the Subject Securities, issued in exchange therefor or in substitution thereof shall bear the following additional legend until such time as the legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state Securities Laws: ìTHE SECURITIES REPRESENTED HEREBY [AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ìU.S. SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO AVALON RARE METALS INC. (THE ìCORPORATION”) (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, (D) IN COMPLIANCE WITH ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT OF A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (B) OR (D), THE CORPORATION MAY REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT ìGOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE. A CERTIFICATE WITHOUT A LEGEND MAY BE OBTAINED FROM THE REGISTRAR AND TRANSFER AGENT OF THE CORPORATION IN CONNECTION WITH A SALE OF THE SECURITIES REPRESENTED HEREBY AT A TIME WHEN THE CORPORATION IS A ìFOREIGN ISSUER”, AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT, UPON DELIVERY OF THIS CERTIFICATE, AN EXECUTED DECLARATION AND, IF REQUESTED BY THE CORPORATION OR THE TRANSFER AGENT FOR THE CORPORATION, AN OPINION OF COUNSEL OF RECOGNIZED STANDING, EACH IN FORM SATISFACTORY TO THE TRANSFER AGENT OF THE CORPORATION AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.”; provided, that if the securities are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S at a time when the Company is a ìforeign issuer”, as defined in Regulation S at the time of sale, the legends set forth above may be removed by providing an executed declaration to the registrar and transfer agent of the Company, in substantially the forms set forth as Schedule ìB” hereto (or in such other forms as the Company may prescribe from time to time) and, if requested by the Company or the transfer agent, an opinion of counsel of recognized standing in form and substance satisfactory to the Company and the transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S.

Legended Certificates. (1) The Warrants and the Subject Securities issuable upon exercise Each Warrant Certificate originally issued to an "affiliate" of the Warrants have not been, and will not be, registered Corporation (as such term is defined in Rule 144 under the U.S. Securities Act or applicable state securities laws. Each Warrant CertificateAct), and each certificate representing the Subject Securities, originally issued to or for the account or benefit of a U.S. Person or a person in the United States, and each Warrant Certificate, and each certificate representing the Subject Securities, as well as all certificates issued in exchange therefor for or in substitution thereof shall of the foregoing securities, will bear a legend to the following additional legend until such time as the legend is no longer required under applicable requirements of the U.S. Securities Act or applicable state Securities Lawseffect: ìTHE SECURITIES REPRESENTED HEREBY ["THIS WARRANT AND THE SECURITIES ISSUABLE DELIVERABLE UPON EXERCISE HEREOF] THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ìU.S. "U.S. SECURITIES ACT”"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF AGREES FOR THE BENEFIT OF YELLOW MEDIA LIMITED (THE "CORPORATION") THAT SUCH SECURITIES LAWS, AND MAY BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO AVALON RARE METALS INC. (THE ìCORPORATION”) CORPORATION, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN COMPLIANCE ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND OR (D) IN COMPLIANCE ACCORDANCE WITH LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE RULE 144 UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIESACT, (D) IF AVAILABLE, OR IN COMPLIANCE WITH ANY OTHER EXEMPTION FROM ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING RULE 144 OR 144A THEREUNDER, IF AVAILABLE, AND IN EACH CASE IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. LAWS IN THE HOLDER FURTHER UNDERSTANDS AND AGREES UNITED STATES OR THE APPLICABLE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONS; PROVIDED THAT IN THE EVENT CASE OF A TRANSFER TRANSFERS PURSUANT TO THE FOREGOING CLAUSE (BC) OR AND (D)) ABOVE, A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE CORPORATION MAY REQUIRE WARRANT AGENT AND THE CORPORATION, AND, IF REQUESTED BY THE WARRANT AGENT OR THE CORPORATION, A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE WARRANT AGENT AND THE CORPORATION, MUST FIRST BE PROVIDED. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY," MAY BE OBTAINED FROM THE WARRANT AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE WARRANT AGENT AND THE CORPORATION THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION AND, IF REQUESTED BY WARRANT AGENT OR THE CORPORATION, A LEGAL OPINION SATISFACTORY TO THE WARRANT AGENT AND THE CORPORATION. THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON UNLESS THIS WARRANT AND THE SECURITIES DELIVERABLE UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE SECURITIES LEGISLATION OF ANY SUCH STATE SECURITIES LAWSOR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT ìGOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE. A CERTIFICATE WITHOUT A LEGEND MAY BE OBTAINED FROM THE REGISTRAR "U.S. PERSON" AND TRANSFER AGENT OF THE CORPORATION IN CONNECTION WITH A SALE OF THE SECURITIES REPRESENTED HEREBY AT A TIME WHEN THE CORPORATION IS A ìFOREIGN ISSUER”, "UNITED STATES" ARE AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT, UPON DELIVERY OF THIS CERTIFICATE, AN EXECUTED DECLARATION AND, IF REQUESTED BY THE CORPORATION OR THE TRANSFER AGENT FOR THE CORPORATION, AN OPINION OF COUNSEL OF RECOGNIZED STANDING, EACH IN FORM SATISFACTORY TO THE TRANSFER AGENT OF THE CORPORATION AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.”; provided, that if the securities are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S at a time when the Company is a ìforeign issuer”, as defined in Regulation S at the time of sale, the legends set forth above may be removed by providing an executed declaration to the registrar and transfer agent of the Company, in substantially the forms set forth as Schedule ìB” hereto (or in such other forms as the Company may prescribe from time to time) and, if requested by the Company or the transfer agent, an opinion of counsel of recognized standing in form and substance satisfactory to the Company and the transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S."

Legended Certificates. (1) The Warrants and the Subject Securities issuable upon exercise of the Warrants have not been, and will not be, registered under the U.S. Securities Act or applicable state securities laws. Each Warrant Certificate, and each certificate representing the Subject Securities, originally issued to or for the account or benefit of a U.S. Person or a person in the United States, and each Warrant Certificate, and each certificate representing the Subject Securities, issued in exchange therefor or in substitution thereof shall bear the following additional legend until Until such time as the legend same is no longer required under applicable requirements of the U.S. Securities Act or applicable state Securities LawsState securities laws, certificates representing the Subject Securities, issued to or held by a U.S. Person or a person in the United States, as well as all certificates issued in exchange or substitution for such certificates shall bear the following legend: ìTHE “THE SECURITIES REPRESENTED HEREBY [AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF] HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ìU.S. “U.S. SECURITIES ACT”), ) OR ANY U.S. STATE SECURITIES LAWS. THE HOLDER HEREOF, AND BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF PEAK GOLD LTD. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO AVALON RARE METALS INC. (THE ìCORPORATION”) COMPANY, (B) INSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER AFTER PROVIDING A LEGAL OPINION IN A FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, OR (E) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION AFTER PROVIDING A LEGAL OPINION IN A FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA OR ELSEWHERE. IF, AT ANY TIME THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT, AND THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, (D) IN COMPLIANCE WITH ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING RULE 144 OR 144A THEREUNDERA NEW CERTIFICATE BEARING NO LEGEND, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT DELIVERY OF A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (B) OR (D), THE CORPORATION MAY REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT ìGOOD WHICH WILL CONSTITUTE “GOOD DELIVERY,” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE. A CERTIFICATE WITHOUT A LEGEND MAY BE OBTAINED FROM THE REGISTRAR AND COMPANY'S TRANSFER AGENT OF THE CORPORATION IN CONNECTION WITH A SALE OF THE SECURITIES REPRESENTED HEREBY AT A TIME WHEN THE CORPORATION IS A ìFOREIGN ISSUER”, AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT, UPON DELIVERY OF THIS CERTIFICATECERTIFICATE AND A DULY EXECUTED DECLARATION, AN EXECUTED DECLARATION AND, IF REQUESTED BY THE CORPORATION OR THE TRANSFER AGENT FOR THE CORPORATION, AN OPINION OF COUNSEL OF RECOGNIZED STANDING, EACH IN A FORM SATISFACTORY TO THE COMPANY'S TRANSFER AGENT OF THE CORPORATION AND THE CORPORATIONCOMPANY (AND IF REQUIRED BY THE COMPANY OR TRANSFER AGENT, A LEGAL OPINION), TO THE EFFECT THAT SUCH THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.”; provided, that if if, (a) at the time the Company is a “foreign issuer” as defined in Regulation S, such securities are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S at a time when the Company is a ìforeign issuer”S, as defined referred to above, and in Regulation S at compliance with local laws and regulations, then unless the time of saletransfer agent requires an opinion, the legends set forth above legend may be removed by providing an executed a declaration to the registrar and Company's transfer agent for such securities in the form of the Company, in substantially the forms set forth as Schedule ìB“B” hereto (or in such other forms as the Company may prescribe from time to time), and (b) andany of such securities are being sold pursuant to Rule 144 of the U.S. Securities Act, if requested the legend may be removed by delivery to the Company or the Company's transfer agent, agent of an opinion of counsel of recognized standing in form and substance satisfactory to the Company and the transfer agent Company, to the effect that such sale the legend is being made in compliance with Rule 904 no longer required under applicable requirements of Regulation S.the U.S. Securities Act.

Legended Certificates. (1) The Warrants and the Subject Securities issuable upon exercise of the Warrants have not been, and will not be, registered under the U.S. Securities Act or applicable state securities laws. Each Warrant Certificate, and each certificate representing the Subject Securities, originally issued to or for the account or benefit of a U.S. Person or a person in the United States, and each Warrant Certificate, and each certificate representing the Subject Securities, issued in exchange therefor or in substitution thereof shall bear the following additional legend until Until such time as the legend same is no longer required under applicable requirements of the U.S. Securities Act or applicable state Securities LawsState securities laws, certificates representing the Subject Securities, issued to or held by a U.S. Person or a person in the United States, as well as all certificates issued in exchange or substitution for such certificates shall bear the following legend: ìTHE “THE SECURITIES REPRESENTED HEREBY [AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ìU.S. “U.S. SECURITIES ACT”), ) OR ANY U.S. STATE SECURITIES LAWS. THE HOLDER HEREOF, AND BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF PEAK GOLD LTD.(THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO AVALON RARE METALS INC. (THE ìCORPORATION”) COMPANY (B) INSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER AFTER PROVIDING A LEGAL OPINION IN A FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, OR (E) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION AFTER PROVIDING A LEGAL OPINION IN A FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA OR ELSEWHERE. IF, AT ANY TIME THE COMPANY IS A “FOREIGN ISSUER” AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT, THESE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE U.S. SECURITIES ACT AND IS AVAILABLE FOR RESALE OF THE SECURITIES, (D) IN COMPLIANCE WITH ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT, INCLUDING RULE 144 OR 144A THEREUNDERA NEW CERTIFICATE BEARING NO LEGEND, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER FURTHER UNDERSTANDS AND AGREES THAT IN THE EVENT DELIVERY OF A TRANSFER PURSUANT TO THE FOREGOING CLAUSE (B) OR (D), THE CORPORATION MAY REQUIRE A LEGAL OPINION OF COUNSEL OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT ìGOOD WHICH WILL CONSTITUTE “GOOD DELIVERY,” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE. A CERTIFICATE WITHOUT A LEGEND MAY BE OBTAINED FROM THE REGISTRAR AND COMPANY'S TRANSFER AGENT OF THE CORPORATION IN CONNECTION WITH A SALE OF THE SECURITIES REPRESENTED HEREBY AT A TIME WHEN THE CORPORATION IS A ìFOREIGN ISSUER”, AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT, UPON DELIVERY OF THIS CERTIFICATECERTIFICATE AND A DULY EXECUTED DECLARATION, AN EXECUTED DECLARATION AND, IF REQUESTED BY THE CORPORATION OR THE TRANSFER AGENT FOR THE CORPORATION, AN OPINION OF COUNSEL OF RECOGNIZED STANDING, EACH IN A FORM SATISFACTORY TO THE COMPANY'S TRANSFER AGENT OF THE CORPORATION AND THE CORPORATIONCOMPANY (AND IF REQUIRED BY THE TRANSFER AGENT, A LEGAL OPINION), TO THE EFFECT THAT SUCH THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.”; provided, that if if, at the time the Company is a “foreign issuer” as defined in Regulation S, such securities are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S at a time when the Company is a ìforeign issuer”S, as defined referred to above, and in Regulation S at compliance with local laws and regulations, then unless the time of saletransfer agent requires an opinion, the legends set forth above legend may be removed by providing an executed a declaration to the registrar and Company's transfer agent of the Company, for such securities in substantially the forms set forth as Schedule ìB” hereto following form (or in such other forms as the Company may prescribe from time to time): “The undersigned (a) andacknowledges that the sale of the securities of Peak Gold Ltd. (the “Company”) to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, if requested by as amended (the Company “U.S. Securities Act”) and (b) certifies that (1) the undersigned is not an “affiliate” (as that term is defined in Rule 405 under the U.S. Securities Act) of the Company, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace such securities with fungible unrestricted securities, and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.” 18 provided further, that if any of such securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the legend may be removed by delivery to the Company's transfer agent, agent of an opinion of counsel of recognized standing in form and substance satisfactory to the Company and the transfer agent Company, to the effect that such sale the legend is being made in compliance with Rule 904 no longer required under applicable requirements of Regulation S.the U.S. Securities Act.