Status of Shareholder Sample Clauses

Status of Shareholder. Each of the Top Favour Shareholders hereby makes the representations and warranties in either paragraph (a) or (b) of this Section 3.4, as indicated on the Signature Page of Top Favour Shareholders which is attached and part of this Agreement:

Status of Shareholder. In respect of its Shares, Shareholder shall receive the same rights and privileges, and shall be subject to the same conditions and limitations, in each case as if Shareholder were Spectrum for purposes of the Shareholder Agreement.

Status of Shareholder. The Shareholder hereby makes the representations and warranties in this Section 3.4: (a) Non-U.S. Person Under Regulation S. The Shareholder: (i) is not a “U.S. person” as defined by Rule 902 of Regulation S promulgated under the Securities Act, was not organized under the laws of any U.S. jurisdiction, and was not formed for the purpose of investing in securities not registered under the Securities Act; (ii) at the time of Closing, the Shareholder was located outside the United States; (iii) no offer of the Company Stock was made to the Shareholder within the United States; (iv) the Shareholder is either (a) acquiring the Company Stock for its own account for investment purposes and not with a view towards distribution, or (b) acting as agent for a principal that has signed this Agreement or has delivered representations and warranties substantially similar to this Section 3.4(a); (v) all subsequent offers and sales of the Company Stock by the Shareholder will be made outside the United States in compliance with Rule 903 or Rule 904 of Regulation S, pursuant to registration of the Shares under the Securities Act, or pursuant to an exemption from such registration; the Shareholder understands the conditions of the exemption from registration afforded by section 4(1) of the Securities Act and acknowledges that there can be no assurance that it will be able to rely on such exemption. (vi) the Shareholder will not resell the Company Stock to U.S. Persons or within the United States until after the end of the one (1) year period commencing on the date of Closing (the “Restricted Period”); (vii) the Shareholder shall not and hereby agrees not to enter into any short sales with respect to the capital stock of the Company at any time after the execution of this Agreement by the Shareholder and prior to the expiration of the Restricted Period; (viii) the Shareholder understands that the Company Stock are being offered and sold to it in reliance on specific provisions of United States federal and state securities laws and that the parties to this Agreement are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understanding of the Shareholder set forth herein in order to determine the applicability of such provisions. Accordingly, the Shareholder agrees to notify the Company of any events which would cause the representations and warranties of the Shareholder to be untrue or breached at any time after the executi...

Status of Shareholder. Such Seller is not a “U.S. Person” as defined by Rule 902 of Regulation S promulgated under the Securities Act, was not formed (if an entity) by a “U.S. Person” as defined by United States jurisdiction, and was not formed (if an entity) for the purpose of investing in securities not registered under the Securities Act. Such Seller is not acquiring the Buyer Ordinary Shares for the benefit of a “U.S. Person” as defined by Rule 902 of Regulation S. Such Seller is outside the United States. Such Seller acknowledges, agrees and covenants that it will not engage in hedging transactions with regard to Buyer Ordinary Shares prior to the expiration of the distribution compliance period specified in Rule 903 of Regulation S promulgated under the Securities Act, unless in compliance with the Securities Act. Absent another exemption from registration, such Seller will not resell Buyer Ordinary Shares to “U.S. Persons” or within the United States, unless pursuant to registration of such Buyer Ordinary Shares under the Securities Act.

Status of Shareholder. Neither the Optionee nor any party to which the Optionee's rights and privileges under this Option may pass shall be, or have any of the rights or privileges of, a shareholder of the Company with respect to any of the shares issuable upon the exercise of this Option granted unless and until payment for such shares shall have been made in full and until the date of issuance of a stock certificate for such shares.

Status of Shareholder. Each of the Jintai HK Shareholders hereby makes the representations and warranties in either paragraph (a) or (b) of this Section 3.4, as indicated on the Signature Page of Jintai HK Shareholders which is attached and part of this Agreement:

Status of Shareholder. Smith shall not be deemed to be a shareholder of Giant Indust▇▇▇▇ for any purpose with respect to the Pledged Stock unless, and then only to the extent that, this Option shall have been exercised and the Option Price paid in the manner provided herein, or as otherwise provided under the Stock Pledge Agreement. No adjustment will be made for dividends or other rights where the record date is prior to the date of exercise and payment.

Status of Shareholder. As the New Shareholder has purchased Shares [from the Corporation/Transferred from another Shareholder pursuant to the Agreement], the New Shareholder agrees and acknowledges that [he/she/it] is a Shareholder, as such term is defined in the Agreement, and has all the general rights, privileges, restrictions and obligations of a Shareholder under the Agreement.

Status of Shareholder. McKee shall not be deemed to be a shareholder of Giant Indust▇▇▇▇ for any purpose with respect to the Pledged Stock unless, and then only to the extent that, this Option shall have been exercised and the Option Price paid in the manner provided herein, or as otherwise provided under the Stock Pledge Agreement. No adjustment will be made for dividends or other rights where the record date is prior to the date of exercise and payment.