No Directed Selling. Purchaser has not engaged, nor is it aware that any party has engaged, and Purchaser will not engage or cause any third party to engage in any “directed selling” efforts (as such term is defined in Regulation S) in the United States with respect to the Securities. Specifically, the Purchaser has not taken any action for purposes of, or could have the effect of, conditioning the market or arousing interest for the Securities in the United States, and the Purchaser has not placed any advertisements in any publication or made any public announcement in any publication in the United States regarding the offering of the Securities.
No Directed Selling. Such Selling Shareholder will not engage in any directed selling efforts within the meaning of Rule 902 of Regulation S in connection with the Brazilian Offering.
No Directed Selling. GENERAL SOLICITATION OR ADVERTISING IN REGARD TO THIS TRANSACTION. Neither the Company nor any of its Affiliates nor, to the knowledge of the Company, any person acting on its or their behalf (i) has conducted or will conduct any general solicitation (as that term is used in Rule 502(c) of Regulation D) or general advertising with respect to the sale of the Notes or the Warrants, or (ii) made any offers or sales of any security or solicited any offers to buy any security under any circumstances that would require registration of the sale of the Securities under the Securities Act.
No Directed Selling. Efforts in Regard to this Transaction. Neither the Company, nor any person acting for the Company, has conducted any "directed selling efforts" in the United States, as such term is defined in Regulation S, with respect to the offering of the Note.
No Directed Selling. FRHL and each FRHL Shareholder has not engaged, nor is it aware that any party has engaged, and FRHL and each FRHL Shareholder will not engage or cause any third party to engage in any “directed selling” efforts (as such term is defined in Regulation S) in the United States with respect to the Securities.
No Directed Selling. The Company and the Guarantors will not engage and will cause its other affiliates and any person acting on their behalf (other than, in any case, the Purchasers and any of their affiliates, as to whom the Company and the Guarantors make no covenant) not to engage, in any directed selling effort with respect to the Offered Securities, and will comply, and will cause its other affiliates and any person acting on their behalf (other than, in any case, the Purchasers and any of their affiliates, as to whom the Company and the Guarantors make no covenant) to comply, with the offering restrictions requirement of Regulation S. Terms used in this Section 5(g) have the meanings given to them by Regulation S.
No Directed Selling. Efforts in Regard to this Transaction. Neither the Company, nor to the knowledge of the Company, the Placement Agent, any other distributor participating in the Offering (if any), or any person acting for the Company, the Placement Agent or any such distributor, has conducted any "directed selling efforts" in the United States, as the term "directed selling efforts" is defined in Rule 902(b) of Regulation S with respect to the Offering, which in general, means any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Securities being offered in reliance upon Regulation S. Such activity includes, without limitation, the mailing of printed material to investors residing in the United States, the holding of promotional seminars in the United States, and the placement of advertisements with radio or television stations broadcasting in the United States or in publications with a general circulation in the United States, that refers to the offering of the Securities.
No Directed Selling. None of San Antonio, any of its Affiliates, or any Person acting on its or their behalf has taken, or will take, any action, including, without limitation, any "directed selling efforts" (as defined in Regulation S under the U.S. Securities Act) or any "general solicitation or general advertising" (as such terms are used in Regulation D under the U.S. Securities Act), that would cause the issuance of the securities of San Antonio issuable in connection with the Amalgamation, or the issuance of any San Antonio securities issuable pursuant thereto or upon the exercise or conversion thereof, to be required to be registered under the U.S. Securities Act or any state Securities Laws. SCHEDULE "D" ARTICLES OF AMALGAMATION (Attached) THIS SCHEDULE IS INCORPORATED INTO AND FORMS PART OF THE ARTICLES OF R2 ENERGY LTD. (the "Corporation") The Corporation is authorized to issue an unlimited number of Class A Shares, an unlimited number of Class B Shares, an unlimited number of Class C Preferred Shares, issuable in series and an unlimited number of Class D Preferred Shares, issuable in series I. CLASS A SHARES AND CLASS B SHARES The rights, privileges, restrictions and conditions attaching to the Class A Shares and the Class B Shares shall be as follows:
No Directed Selling. Such Selling Stockholder will not engage in any directed selling efforts within the meaning of Rule 902 of Regulation S in connection with the Chilean Offering.
No Directed Selling. None of the Company, its affiliates, or any person acting on its or their behalf will engage in any directed selling efforts with respect to the Notes, and each of them will comply with the offering restrictions requirement of Regulation S. Terms used in this paragraph have the meanings given to them by Regulation S.
