Regulation S Representations. The Investor hereby acknowledges and agrees that:
Regulation S Representations. (1) The Purchaser acknowledges and agrees that the Company shall, and shall instruct its transfer agent to, refuse to register any transfer of the Common Stock issued hereunder not made in accordance with the provisions of Regulation S, pursuant to registration under the U.S. Securities Act of 1933, or pursuant to an available exemption from registration.
Regulation S Representations. The Purchaser makes the following representations and warranties for the benefit of the Seller and the Company with the intent that the same may be relied upon in determining the suitability of the Purchaser as a qualified Non-U.S. Person purchaser and transferee of securities:
Regulation S Representations. For purposes of this Section ----------------------------- 4.02, "United States" includes the United States, its territories and possessions, any state, and the District of Columbia. Each Shareholder is not a "U.S. Person", defined in Rule 902(k) of the Securities Act as any one of the following: (i) any natural person resident in the United States; (ii) any partnership or corporation organized under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. person; (iv) any trust of which any trustee is a U.S. person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or the account of a U.S. person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States; (viii) any partnership or corporation, if such entity was formed under the laws of a foreign jurisdiction by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors. Each Shareholder did not receive offering materials with respect to the transactions contemplated by the Agreement. At the time of this Agreement, each Shareholder is outside of the United States. Therefore Wang agrees not to sell or otherwise dispose of any of the common shares of Net Force received pursuant to this agreement unless such Shareholder:
Regulation S Representations i. The Buyer is not a "U.S. person," as that term is defined in Regulation S (a "U.S. PERSON");
Regulation S Representations. The Company is a reporting issuer as defined by Regulation S. The Company has not offered the Securities to any person in the United States of America or to any U.S. Person or for the account or benefit of any U.S. Person.
Regulation S Representations. Purchaser is not a United States Person as defined in Rule 902(k) of Regulation S under the Securities Act (a “U.S. Person”). The offer and sale of the Shares to the Purchaser was made in an offshore transaction (as defined in Rule 902(h) of Regulation S), no directed selling efforts (as defined in Rule 902(c) of Regulation S) were made in the United States, and the Purchaser is not acquiring the Shares for the account or benefit of any U.S. Person.
Regulation S Representations. The Holder hereby represents and warrants as follows:
Regulation S Representations. (a) Neither the Company nor any of its affiliates (within the meaning of Rule 144 under the Securities Act) nor any person acting on its or their behalf has engaged or will engage in any Directed Selling Efforts in connection with the offer and sale of the Shares.
Regulation S Representations. (a) Purchaser is not a U.S. Person and is not acquiring the Shares for the account or benefit of any U.S. Person, and Purchaser is not an affiliate (within the meaning of Rule 144 under the Securities Act) of the Company.
