Capital d definition
Capital d. Amerique shall not offer, sell, distribute or otherwise transfer the Class A Shares, or agree to do any of the foregoing, during the period of forty (40) days from the date hereof, except in compliance with the United States Securities Act of 1933, as amended. Capital d'Amerique hereby acknowledges that:
6.3.1 the Class A Shares covered by this Agreement have not been registered under the United States Securities Act of 1933 (the "Securities Act") and many not be offered or sold in the United States or to, or for the account or benefit of, a U.S. person (as defined in Regulation S of the Securities Act), unless such securities are registered under such Act, or an exemption from the registration requirements of such Act is available;
6.3.2 a legend to that effect shall be placed on the certificate(s) representing the Class A Shares; and
6.3.3 the Corporation is relying upon the covenants set forth in this section 6 when making the representations on its part set forth in Subsection 3.10 hereof. 13