Offshore Transaction. The Purchaser has been advised and acknowledges that in issuing the Purchased Shares to the Purchaser pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. The Purchaser is acquiring the Purchased Shares in an offshore transaction in reliance upon the exemption from registration provided by Regulation S.
Offshore Transaction. Seller has not offered or sold any of the Securities to any person in the United States, any identifiable groups of U.S. citizens abroad, or to or for any U.S. Person, as such terms are used in Regulation S.
Offshore Transaction. In connection with the purchase and sale of the Debentures, Buyer represents and warrants to, and covenants and agrees with Seller as follows:
Offshore Transaction. Subscriber represents and warrants to the Company that (i) Subscriber is not a "U.S. person" as that term is defined in Rule 902 (o) of Regulation S; (ii) Subscriber is not organized under the laws of the United States and was not formed for the purpose of investing in Regulation S Securities and is not registered under the Act; (iii) the offer and sale of the Shares will be made in an offshore transaction and, at the same time of execution of this Subscription Agreement, Subscriber was outside the United States; (iv) Subscriber is purchasing the Shares for its own account and not on behalf of any U.S. person or with a view to or in connection with any distribution, resale, subdivision or fractionalization of the Shares for an indefinite period of time for a U.S. person and the sale of the Shares has not been prearranged with any buyer in the United States; (v) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Shares, to the best knowledge of Subscriber, has agreed and Subscriber agrees that all offers and sales of the Shares prior to the expiration of a period commencing on the closing of the offering of the Shares and ending forty days thereafter shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; (vi) Subscriber understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and agrees to comply with such restrictions; and (vii) the offer and sale of the Shares to Subscriber does not violate the securities or other laws of Subscriber's jurisdiction. Subscriber is not a distributor or dealer. Subscriber and its controlling persons agree to indemnify the Company for any misrepresentation contained herein.
Offshore Transaction. The Company has not offered these securities to any person in the United States or to any U.S. person as that term is defined in Regulation S.
Offshore Transaction. The Company has not offered or sold the stock to any Person in the United States, or, to the best knowledge of the Company, any identifiable groups of U.S. citizens abroad, or any U.S. Person as that term is defined in Regulation S. At the time the buy order for the stock was originated the Company and/or its agents reasonably believed Subscriber was outside the United States and was not a U.S. Person.
Offshore Transaction. At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, each Purchaser was outside the United States.
Offshore Transaction. Company has not, and will not, engage in any directed selling efforts, as defined in Regulation S, in the United States in respect of any of the Preferred Shares. Company is offering and selling the Preferred Shares only in offshore transactions, in accordance with Regulation S. Company and its Affiliates have complied, and will comply, with the offering restrictions requirements of Regulation S. Company has only offered, and will only offer, the Preferred Shares to Investor.
Offshore Transaction. (i) Investor is not a U.S. person as that term is defined under Regulation S of the Rules and Regulations of the Securities Exchange Act.
Offshore Transaction. Subscriber represents and warrants to the Company that (i) Subscriber is not a "U.S. person" as that term is defined in Rule 902(c) of Regulation S; (ii) at the time of execution of this Agreement, Subscriber was outside the United States and no offer of the Shares was made to the Subscriber within the United States; (iii) Subscriber purchased the Shares for its own account and not on behalf of any U.S. person, and the sale of the Shares had not been prearranged with any buyer in the United States and (iv) Subscriber is not a distributor as defined in Regulation S. The Subscriber covenants that all offers and sales of the Shares prior to the expiration of a period commencing on the Closing and ending one-year thereafter (the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S.
