(a) An offer or sale of securities by any person other than the , a , any of their respective (except any or who is an solely by virtue of holding such position), or any person on behalf of any of the foregoing, shall be deemed to occur outside the within the meaning of § 230.901 if:
(1) The offer or sale are made in an ;
(2) No are made in the by the seller, an , or any person on their behalf; and
(3) The of paragraph (b) of this section, if applicable, are satisfied.
(b)Additional conditions -
(1)Resales by dealers and persons receiving selling concessions. In the case of an offer or sale of securities prior to the expiration of the specified in Category 2 or 3 (paragraph (b)(2) or (b)(3)) of § 230.903, as applicable, by a dealer, as defined in Section 2(a)(12) of the ( 15 U.S.C. 77b(a)(12)), or a person receiving a selling concession, fee or other remuneration in respect of the securities offered or sold:
(i) Neither the seller nor any person on its behalf knows that the offeree or buyer of the securities is a U.S. person; and
(ii) If the seller or any person on the seller's behalf knows that the purchaser is a dealer, as defined in Section 2(a)(12) of the ( 15 U.S.C. 77b(a)(12)), or is a person receiving a selling concession, fee or other remuneration in respect of the securities sold, the seller or a person on the seller's behalf sends to the purchaser a confirmation or other notice stating that the securities may be offered and sold during the only in accordance with the provisions of this Regulation S (§ 230.901 through § 230.905, and Preliminary Notes); pursuant to registration of the securities under the ; or pursuant to an available exemption from the registration requirements of the .
(2)Resales by certain affiliates. In the case of an offer or sale of securities by an or of the or a , who is an of the or solely by virtue of holding such position, no selling concession, fee or other remuneration is paid in connection with such offer or sale other than the usual and customary broker's that would be received by a person executing such transaction as agent.