Offshore Transactions Clause Samples
Offshore Transactions. Subject to the completeness and accuracy of the Buyer's representations and warranties herein, upon request of an investor who is a non-U.S. Person, and following the expiration of any applicable Distribution Compliance Period (as those terms are defined in Regulation S), the Company, shall, at its expense, take all necessary action (including the issuance of an opinion of counsel) to assure that the Company's transfer agent shall issue stock certificates without restrictive legend or stop orders in the name of Investor (or its nominee (being a non-U.S. Person) or such non-U.S. Persons as may be designated by Investor. Nothing in this Section, however, shall affect in any way Investor's or such nominee's obligations and agreement to comply with all applicable securities laws upon resale of the Common Stock.
Offshore Transactions. The Series A Notes offered and sold by such Initial Purchaser pursuant hereto in reliance on Regulation S have been and will be offered and sold only in Offshore Transactions.
Offshore Transactions. The Investors have been advised and acknowledges that the Company is receiving an exemption from registration in the issuance of the Shares to the Investors pursuant to Regulation S under the U.S. securities laws. The Investors are purchasing the Shares in an offshore transaction in reliance upon an exemption from offshore transactions provided under Regulation S under the U.S. securities laws.
Offshore Transactions. Any offer or sale of the Series A Notes by the Issuer or any of their respective affiliates in reliance on Regulation S has been and will be made only in an “offshore transaction”, as such term is defined in Regulation S (“Offshore Transaction”).
Offshore Transactions. Each of the Holding Companies, the Issuer, and their respective Subsidiaries and “affiliates” (as defined in Rule 405 under the Securities Act) and any person acting on its or their behalf have complied with and will comply with the offering restrictions requirement of Regulation S under the Securities Act in connection with the issuance and sale of the Notes.
Offshore Transactions. Such Seller, at the time the offer and sale of the Buyer Shares originated, was outside Canada and was not a resident of Canada (and was not purchasing for the account or benefit of a resident of Canada).
Offshore Transactions. The sale of the Initial Notes pursuant to Regulation S are "offshore transactions" and are not part of a plan or scheme to evade the registration provisions of the Securities Act.