Offshore Transaction Sample Clauses

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.
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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. PURCHASER represents and warrants to SELLER as follows: (i) PURCHASER is not a “U.S. person” as that term is defined in Rule 902 of Regulation S; (ii) PURCHASER is not, and on the Closing date will not be, an affiliate of ISSUER; (iii) at the execution of this Agreement, as well as the time this transaction is or was due, PURCHASER was outside the United States, and no offer to purchase the Shares was made in the United States; (iv) PURCHASER agrees that offers and sales of the Shares shall not be made to U.S. persons unless the Shares are registered or a valid exemption from registration can be relied on under applicable U.S. state and federal securities laws; (v) PURCHASER is not a distributor or dealer; (vi) the transactions contemplated hereby have not been and will not be made on behalf of any U.S. person or pre-arranged by PURCHASER with a purchaser located in the United States or a purchaser which is a U.S. person, and such transactions are not and will not be part of a plan or scheme to evade the registration provisions of the Act; (vii) all offering documents received by PURCHASER include statements to the effect that the Shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. Persons (other than distributors as defined in Regulation S) during the Restricted Period unless the Shares are registered under the Securities Act of 1933 or an exemption from registration is available. The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the acceptance by SELLER of PURCHASER’s purchase, and shall survive thereafter. If PURCHASER has knowledge, prior to the acceptance of this Offshore Stock Purchase Agreement by SELLER, that any such representations and warranties shall not be true and accurate in any respect, PURCHASER prior to such acceptance, will give written notice of such fact to SELLER specifying which representations and warranties are not true and accurate and the reasons therefor. PURCHASER agrees to fully indemnify, defend and hold harmless SELLER, his agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of PURCHASER’s representations, warranties and agreements contained herein.
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. PURCHASER represents and warrants to ISSUER as follows:
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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. 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.
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