Common use of Regulation S Representations Clause in Contracts

Regulation S Representations. The Holder hereby represents and warrants as follows: (a) Holder is not a “U.S. Person” (as defined in Rule 902 of Regulation S) and is acquiring the Shares outside the United States in an offshore transaction meeting the requirements of Regulation S; (b) Holder is not acquiring, has not offered, and will not offer prior to the expiration of the applicable compliance period pursuant to Rule 903 of Regulation S, the Shares for the account or benefit of any U.S. Person; (c) Holder did not become aware of the Company or the Shares through any form of “directed selling efforts” (as defined in Rule 902 of Regulation S), and no general solicitation or general advertising in violation of the Securities Act has been or will be used nor will any offers by means of any directed selling efforts in the United States be made by Holder or any of its representatives in connection with the offer and sale of any of the Shares; (d) At the time of the origination of contact concerning the transactions contemplated by this Agreement and on the date of execution and delivery of this Agreement by Holder, Holder was outside the United States; (e) Holder’s acquisition of the Shares is not a transaction or part of series of transactions that, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act; and (f) Holder is an accredited investor within the meaning of Regulation D promulgated under the Securities Act.