Foreign Holder Clause Samples

Foreign Holder. If Holder is a resident of a country other than the United States, Holder represents and warrants: (A) Holder is not a “U.S. Person” as defined in Rule 902(k) of Regulation S under the Securities Act (“Reg S”), and this Warrant and the Securities purchasable hereunder shall each be made in an offshore transaction as defined in Rule 902(h) of Reg S, no directed selling efforts (as defined in Rule 902(c) of Reg S) were made in the United States, and ▇▇▇▇▇▇ is not acquiring this Warrant or the Securities purchasable hereunder for the account or benefit of any U.S. Person; (B) Holder will not, during any period in which this Warrant or the Securities purchasable hereunder remain restricted securities, offer to sell or sell this Warrant or any the Securities purchasable hereunder (or create or maintain any derivative position equivalent thereto) in the United States, to or for the account or benefit of a U.S. Person or other than in accordance with Reg S; and (C) Holder shall, after the expiration of all applicable restricted periods, offer, sell, pledge or otherwise transfer this Warrant and/or any Securities purchasable hereunder only pursuant to a registration statement under the Securities Act or an available exemption therefrom, and, in any case, in accordance with any applicable state securities laws.

Foreign Holder. The Holder is not a “U.S. Person” (as defined under Regulation S under the Act) and represents that the Warrant and the Exercise Shares to be purchased by the foreign Holder will be acquired for investment for the foreign Holder’s own account, not as a nominee or agent, and not for the account or benefit of, a U.S. Person, and not with a view to the resale or distribution of any part thereof in the United States and that the foreign Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. (a) The foreign Holder understands that the Warrant and the Exercise Shares are not registered under the Act on the ground that the sale provided for in the Agreement and the issuance of securities thereunder is exempt from registration under the Act pursuant to Regulation S thereof, and that the Company’s reliance on such exemption is predicated on the foreign Holder’s representations set forth herein. The foreign Holder hereby agrees to resell the Warrant and the Exercise Shares only in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an exemption from registration. The foreign Holder further agrees not to engage in hedging transactions with regard to such Warrant and Exercise Shares unless in compliance with the Act. (b) Such foreign Holder hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to purchase the Warrant and the Exercise Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Warrant and the Exercise Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any government or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Warrant or the Exercise Shares. Such foreign Holder’s subscription and payment for and continued beneficial ownership of the Warrant and the Exercise Shares will not violate any applicable securities or other laws of such Holder’s jurisdiction.

Foreign Holder. Holder hereby represents that it has satisfied itself as to the full observance of the applicable laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Warrant, including (a) the legal requirements within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Holder’s continued beneficial ownership of the Securities will not violate any applicable securities or other laws of Holder’s jurisdiction.

Foreign Holder. If Holder is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Holder hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with this Warrant and the Warrant Stock, including (i) the legal requirements within its jurisdiction for the issuance of this Warrant and the Warrant Stock, (ii) any foreign exchange restrictions applicable to such issuance, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the issuance, holding, redemption, sale, or transfer of this Warrant or the Warrant Stock. Holder’s acceptance of this Warrant, and any exercise and payment for and continued beneficial