definiens: within the United States, as such term is defined in Regulation S under the Securities Act, ( ii ) not to resell any Public Company Common Stoc k received pursuant to this Agreement except in accor dance with the provisions of Regulation S under the Securities Act, pursuant to an effective registrati on statement or pursuant to an available exemption from registration and agrees not to engage in hedging tr ansactions with regard to such shares of Public Com pany Common Stock, ( iii ) that Public Company will not re gister any proposed transfer of any shares of Publi c Company Common Stock by such Shareholder to the ext ent such transfer is proposed to not be made in accordance with the provisions of Regulation S, pur suant to an effective registration statement or pur suant to an available exemption from registration and ( iv ) not to sell or offer to sell any shares of Public Compa ny Common Stock to any ( as such term is defined in Regulation S under the Securities Act ), or for the account or benefit of any ( as such term is de fined in Regulation S under the Securities Act ), in each case until the date that is six - months following the Clo sing Date