Regulation S Offering. This offering is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Regulation S thereunder.
Regulation S Offering. The Subscriber represents that it is (i) not a U.S. Person as that term is defined in Rule 902 of Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), (ii) a resident of Israel and (iii) if an entity, not formed for the purpose of investing in securities not registered under the Securities Act.
Regulation S Offering. The Sellers agree that none of the Registrable Securities will be offered for sale pursuant to Regulation S (as promulgated by the SEC) without the prior written consent of SEi.
Regulation S Offering. Assuming the accuracy of Buyer’s Regulation S representations and warranties set forth in Section 3.2(c), no registration under the Securities Act is required for the offer and sale of the Investor Securities by Bontems to Buyer as contemplated hereby. The sale of the Investor Securities hereunder does not contravene the rules and regulations of the Trading Market.
Regulation S Offering. This Offering is being made pursuant to the exemption from the registration provisions of the Securities Act of 1933, as amended, afforded by Regulation S promulgated there under. On the Closing Date, the Company will provide an opinion from the Company's legal counsel based upon the representation of Subscribers opining on the availability of the Regulation S exemption as it relates to the offer and issuance of the Shares of Common Stock.
Regulation S Offering. The offer and issuance of the Shares to the Creditor is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(2) of the 1933 Act and/or Rule 903 of Regulation S promulgated thereunder.
Regulation S Offering. This Offering is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Regulation S promulgated thereunder. On the Closing Date, the Company will provide an opinion acceptable to Subscriber from the Company's legal counsel opining on the availability of the Regulation S exemption as it relates to the offer and issuance of the Securities. A form of the legal opinion is annexed hereto as Exhibit C. The Company will provide, at the Company's expense, such other legal opinions in the future as are reasonably necessary for the conversion of the Note and exercise of the Warrants.
Regulation S Offering. The Sellers agree that none of the Registrable Securities will be offered for sale pursuant to Regulation S (as promulgated by the SEC) without the prior written consent of Sykes.
Regulation S Offering. No directed selling efforts (as defined Regulation S) have been made by the Company, any of its affiliates or any person acting on its behalf with respect to any Securities that are being sold to the Subscriber; and none of such persons has taken any actions that would result in the sale of the Securities to the Subscriber under this Agreement requiring registration under the Securities Act; and the Company is a “foreign issuer” (as defined in Regulation S).
Regulation S Offering. The sale of Securities hereby is deemed made --------------------- pursuant to Rule 903(c)(2) of Regulation S, and is intended to comply with the provisions of Regulation S. The Preferred Stock has not been and will not be registered under the Act or under the securities laws of any state or jurisdiction of the United States ("State Laws"). On the Closing Date, the Company will provide an opinion, the form of which is annexed hereto as Exhibit B, from the Company's legal counsel. Upon conversion of the Preferred Stock, the Company Shares will be freely transferable on the books and records of the Company.
