Regulation S Compliance. If the Purchaser is a non-U.S. Person (as defined in Regulation S promulgated under the Securities Act), neither the Purchaser nor any person acting on its behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person (as defined in Regulation S promulgated under the Securities Act) with respect to the Note and the Purchaser and any person acting on its behalf has complied and will comply with the “offering restrictions” requirements of Regulation S. The transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act. Neither the Purchaser nor any person acting on its behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for the Note. The Purchaser agrees not to cause any advertisement of the Note to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Note, except such advertisements that include the statements required by Regulation S, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws.
Appears in 16 contracts
Samples: Note Purchase Agreement (Sharing Economy International Inc.), Note Purchase Agreement (Sharing Economy International Inc.), Note Purchase Agreement (Sharing Economy International Inc.)
