definiens: ( or a six -month if the issuer is a as defined in Regulation S ) fol lowing the Closing ; and ( iv ) notwithstanding the foregoing, prior to the expiration of the one - year ( or six -month if the issuer is a as defined in Regulation S ) after the Closing ( the ), the Shares and the any anti -Dilution Shares may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either : ( A ) if the offer or sale is with in the United States or to or for the account of a U.S. person ( as such terms are defined in Regulation S ), the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act ; or ( B ) the offer and sale is outside the United States and to other than a U.S. person