definiens: ( as defined in Regulation S ) and is not acquiring the Subscription Shares with a view todistributing such shares in or into the United States ; ( c ) neither it, its affiliates ( as defined in Rule 405 under the Securities Act ) nor any persons acting on its or their behalfhave engaged or will engage in any ( as defined in Regulation S ) with respect to theSubscription Shares ; and ( d ) for so long as the Subscription Shares are within the meaning of Rule 144(a)(3 ) under theSecurities Act it will : ( i ) not reoffer, resell, pledge or otherwise transfer the Subscription Shares except ( x ) outside the United Statespursuant to Rule 903 of Regulation S or ( y ) in the United States pursuant to a registration statement filed with theSEC that has been declared effective under the Securities Act or in a transaction that is exempt from theregistration requirements of the Securities Act where prior to or at the closing of such transaction [COMPANY] hasfurnished to CAT or its designee ( which has been disclosed to [COMPANY] at least 48 hours prior to closing ) anopinion, reasonably satisfactory to CAT, of counsel experienced in US securities law matters to such effect, orpursuant to Rule 144 under the Securities Act ( if available ) ; ( ii ) not deposit the Subscription Shares in an unrestricted deposit facility maintained by a depositary bank ; and ( iii ) notify any transferee to whom [COMPANY] subsequently reoffers, resells, pledges or otherwise transfers theSubscription Shares of the foregoing restrictions on transfer