The Consideration Shares are to be restricted from trading in the US, including through the Nasdaq Global Select Market, for a period of six months following the distribution of the Consideration Shares to the shareholders of Songa, or until 14 January 2019 (and thereafter to the extent required by applicable laws, rules and regulations), unless sold pursuant to a transaction exempt from, or not subject to, registration under the Securities Act of 1933, as amended (the Act).
According to Star Bulk, the Consideration Shares will not be registered under the Act may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Act.
