AND COVENANTS MADE IN THIS SECTION 4.9.
(B)
SUCH NON-U.S. PERSON HAS BEEN ADVISED AND ACKNOWLEDGES THAT:
(I)
THE PURCHASE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT, THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR THE SECURITIES
LAWS OF ANY OTHER COUNTRY;
(II)
IN ISSUING AND SELLING THE PURCHASE SHARES TO SUCH NON-U.S. PERSON
PURSUANT HERETO, THE COMPANY IS RELYING UPON THE "SAFE HARBOR" PROVIDED BY
REGULATION S AND/OR ON SECTION 4(2) UNDER THE SECURITIES ACT;
(III)
IT IS A CONDITION TO THE AVAILABILITY OF THE REGULATION S "SAFE
HARBOR" THAT THE PURCHASE SHARES NOT BE OFFERED OR SOLD IN THE UNITED STATES OR
TO A U.S. PERSON UNTIL THE EXPIRATION OF A ONE-YEAR "DISTRIBUTION COMPLIANCE
PERIOD" (OR A SIX-MONTH "DISTRIBUTION COMPLIANCE PERIOD," IF THE ISSUER IS A
"REPORTING ISSUER," AS DEFINED IN REGULATION S) FOLLOWING THE DATE OF THE
APPLICABLE CLOSING; AND
(IV)
NOTWITHSTANDING THE FOREGOING, PRIOR TO THE EXPIRATION OF THE ONE-YEAR
"DISTRIBUTION COMPLIANCE PERIOD" AFTER THE APPLICABLE CLOSING (THE "RESTRICTED
PERIOD"), THE PURCHASE 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 WITHIN 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.
(C)
AS USED HEREIN, THE TERM "UNITED STATES" MEANS THE UNITED STATES
OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES, AND
THE DISTRICT OF COLUMBIA, AND THE TERM "U.S. PERSON" (AS DEFINED IN
REGULATION S) MEANS:
(I)
A NATURAL PERSON RESIDENT IN THE UNITED STATES;
(II)
ANY PARTNERSHIP OR CORPORATION ORGANIZED OR INCORPORATED UNDER THE
LAWS OF THE UNITED STATES;
(III)
ANY ESTATE OF WHICH ANY EXECUTOR OR ADMINISTRATOR IS A U.S. PERSON;
(IV)
ANY TRUST OF WHICH ANY TRUSTEE IS A U.S. PERSON;
15
(V)
ANY AGENCY OR BRANCH OF A FOREIGN ENTITY LOCATED IN THE UNITED STATES;
(VI)
ANY NONDISCRETIONARY ACCOUNT OR SIMILAR ACCOUNT (OTHER THAN AN ESTATE
OR TRUST) HELD BY A DEALER OR OTHER FIDUCIARY FOR THE BENEFIT OR ACCOUNT OF A
U.S. PERSON;
(VII)
ANY DISCRETIONARY ACCOUNT OR SIMILAR ACCOUNT (OTHER THAN AN ESTATE OR
TRUST) HELD BY A DEALER OR OTHER FIDUCIARY ORGANIZED, INCORPORATED AND (IF AN
INDIVIDUAL) RESIDENT IN THE UNITED STATES; AND
(VIII)
A CORPORATION OR PARTNERSHIP ORGANIZED UNDER THE LAWS OF ANY FOREIGN
JURISDICTION AND FORMED BY A U.S. PERSON PRINCIPALLY FOR THE PURPOSE OF
INVESTING IN SECURITIES NOT REGISTERED UNDER THE SECURITIES ACT, UNLESS IT IS
ORGANIZED OR INCORPORATED, AND OWNED, BY ACCREDITED INVESTORS (AS DEFINED IN
RULE 501(A) UNDER THE SECURITIES ACT) WHO ARE