Unregistered Offering. Consultant and its Consultant Representative, if any, understands that the Shares not being registered under the Act because the sale is exempt from registration under the Securities Act, and rules and regulations promulgated there under, as a "transaction by an issuer not involving any public offering," and pursuant to certain other exemptions, and that the availability of such exemptions is predicated, in part, on Consultant's representations and warranties contained in this Consulting Agreement. In the view of the Securities and Exchange Commission, the statutory basis for the exemption claimed by the Company in connection with the sale of Shares would not be present if, notwithstanding Consultant's representations and warranties, Consultant has the intention of acquiring any such securities for resale upon the occurrence or nonoccurrence of some predetermined event.
Unregistered Offering. The Purchaser understands that the Interests have not been approved by the U.S. Securities and Exchange Commission, any state securities commission, the China Securities Regulatory Commission, or other regulatory authority in any jurisdiction, nor have any of the foregoing authorities passed upon the merits of this offering or the adequacy of the offering materials.
Unregistered Offering. Purchaser acknowledges and agrees that Purchaser's acceptance of the Shares in exchange for releasing the Company from the Company's Existing Obligation constitutes the sale of securities under and pursuant to the Securities Act of 1933 and the rules and regulations promulgated thereunder, as amended from time to time (the 111933 Act") . Purchaser further acknowledges Purchaser's understanding that no aspect of the transactions contemplated in this Agreement has been, prior to the date of this Agreement, or will be, prior to the date of delivery of stock certificates representing the Shares, registered with or reviewed by the Securities and Exchange Commission (the "SEC") under the 1933 Act, or with or by any state securities law administrator, and no federal or state securities law administrator has approved any disclosure or other material concerning the Company or the Shares or made any recommendation with respect thereto.
Unregistered Offering. The initial offering and sale of the Notes shall not be registered under the Securities Act or any state securities laws. The Notes shall be offered pursuant to exemptions from the registration requirements of the Securities Act to QIBs and in reliance on Regulation S promulgated under the Securities Act. For so long as any of the Notes constitute “restricted securities” within the meaning of Rule 144(a)(3) promulgated under the Securities Act, the Issuer shall, if the Issuer is not then subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, furnish to any Holder or beneficial owner of such Notes, or to any prospective purchaser of such Notes designated by such Holder or beneficial owner, in each case upon the written request of such Holder, beneficial owner or prospective purchaser, the information required to be provided pursuant to Rule 144A(d)(4) promulgated under the Securities Act.
Unregistered Offering. The Note Holder understands that the sale of the Series B Shares is not being registered, on the basis that the issuance of the Series C Shares is exempt from registration under the Securities Act and rules and regulations promulgated thereunder, as a transaction by an issuer not involving any public offering (the "Offering"), and that reliance on such exemption is predicated, in part, on the Note Holder's representations and warranties contained in this Agreement.
Unregistered Offering. The Seller hereby acknowledges that the sale of the Shares has not been registered under the Securities Act because of the Buyer's intention that this be a nonpublic offering pursuant to Sections 4(2) or 3(b) of the Securities Act. The Seller represents that the Shares are being purchased for the Seller's own account, for investment and not for distribution or resale to others. The Seller agrees that the Seller will not sell or otherwise transfer the Shares, unless they are registered under the Securities Act or unless an exemption from such registration is available. The Seller understands that the Shares have not been registered under the Securities Act by reason of an exemption under the provisions of the Securities Act that may depend, in part, upon the accuracy of the Seller's representations contained herein.
Unregistered Offering. The Note Holder understands that the sale of the Shares is not being registered, on the basis that the issuance of the Shares is exempt from registration under the Securities Act and rules and regulations promulgated thereunder, as a transaction by an issuer not involving any public offering (the "Offering"), and that reliance on such exemption is predicated, in part, on the Note Holder's representations and warranties contained in this Agreement.
Unregistered Offering. 4 Section 4.2 Corporate Organization and Authority. 4 Section 4.3 Transactions Authorized. 5 Section 4.4
Unregistered Offering. The offer, offer for sale, and sale of the Securities (the "Offering") have not been and will not be registered with the Securities and Exchange Commission (the "Commission") in reliance upon the exemptions from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act").
Unregistered Offering. Purchaser understands that the Shares are not being registered, on the basis that this issuance is exempt from registration under the Securities Act of 1933, as amended (the "Act"), and the rules and regulations promulgated thereunder, as a "transaction by an issuer not involving any public offering," and under such other exemptions as may be available, and that reliance on such exemption is predicated, in part, on Purchaser's representations and warranties contained in this Agreement. Purchaser understands that no action has been taken by the Company which would permit an offering of the Shares or the distribution of any material in relation to the Company or the Shares in any country or jurisdiction where action for that purpose is required by applicable law. Specifically, the Company has taken no action to ensure compliance with the laws of Malaysia in connection with the transactions contemplated hereby.
