Common use of Foreign Investors Clause in Contracts

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the Shares. Investor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 113 contracts

Samples: Subscription Agreement (LeapCharger Corp), Subscription Agreement (Blackwell 3D Construction Corp.), Subscription Agreement (Quantumzyme Corp.)

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Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the Investor is in full observance of compliance with the laws of its Investor’s jurisdiction in connection with any invitation to subscribe for the Offered Shares or any use of this Subscription Agreement, including including, without limitation, (i1) the legal requirements within its Investor’s jurisdiction for the purchase of the Subject Offered Shares, (ii2) any foreign exchange restrictions applicable to such purchase, (iii3) any governmental or other consents that may need to be obtained, and (iv4) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the Subject Offered Shares. Investor’s subscription and payment for and continued beneficial ownership of the Subject Offered Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 53 contracts

Samples: Subscription Agreement (Software Effective Solutions, Corp.), Subscription Agreement (Maison Luxe, Inc.), Subscription Agreement (CBD Life Sciences Inc.)

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the SharesSecurities. Investor’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 30 contracts

Samples: Subscription Agreement (Radar USA Inc.), Subscription Agreement (Radar USA Inc.), Subscription Agreement (Digital Brands Group, Inc.)

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the SharesSecurities. Investor’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 28 contracts

Samples: Subscription Agreement (Ysmd, LLC), Subscription Agreement (Ysmd, LLC), Subscription Agreement (Ysmd, LLC)

Foreign Investors. If Investor Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental 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, sale or transfer of the Shares. InvestorThe Company’s offer and sale and Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of InvestorPurchaser’s jurisdiction.

Appears in 12 contracts

Samples: Stock Purchase Agreement (Faraday Future Intelligent Electric Inc.), Common Stock Purchase Agreement (U.S. Auto Parts Network, Inc.), Series a Preferred Stock Purchase Agreement (Careguide Inc)

Foreign Investors. If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has he or she is satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Units or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesUnits, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the SharesUnits. Investor’s subscription and payment for and continued beneficial ownership of the Shares Units will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 8 contracts

Samples: Subscription Agreement (Birgo Reiturn Fund LLC), Subscription Agreement (Birgo Reiturn Fund LLC), Subscription Agreement (Birgo Reiturn Fund LLC)

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the Shares. Investor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 8 contracts

Samples: Subscription Agreement (VictoryBase Corp), Subscription Agreement (VictoryBase Corp), Subscription Agreement (VictoryBase Corp)

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Units or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesUnits, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the SharesUnits. Investor’s subscription and payment for and continued beneficial ownership of the Shares Units will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 6 contracts

Samples: Subscription Agreement (MHHC Enterprises Inc.), Subscription Agreement (World Tree Usa, LLC), Subscription Agreement (World Tree Usa, LLC)

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the Investor is in full observance of compliance with the laws of its Investor’s jurisdiction in connection with any invitation to subscribe for the Shares Offered Securities or any use of this Subscription Agreement, including including, without limitation, (i1) the legal requirements within its Investor’s jurisdiction for the purchase of the SharesOffered Securities, (ii2) any foreign exchange restrictions applicable to such purchase, (iii3) any governmental or other consents that may need to be obtained, and (iv4) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the SharesOffered Securities. Investor’s subscription and payment for and continued beneficial ownership of the Shares Offered Securities will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 4 contracts

Samples: Subscription Agreement (VetaNova Inc.), Subscription Agreement, Subscription Agreement

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it Investor has satisfied itself Investor as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtainedobtained in connection with such purchase, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the Shares. The Company’s offer and sale and Investor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 4 contracts

Samples: Preferred Stock Subscription Agreement, Flash Cf Preferred Stock Subscription Agreement, Preferred Stock Subscription Agreement

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the SharesSecurities. Investor’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of the Investor’s jurisdiction.

Appears in 4 contracts

Samples: Subscription Agreement (New Media Trader, Inc.), Subscription Agreement (WayBetter, Inc.), Subscription Agreement (WayBetter, Inc.)

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the Shares. Investor’s 's subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Investor’s 's jurisdiction.

Appears in 4 contracts

Samples: Subscription Agreement (CR Global Holdings, Inc.), Subscription Agreement (CR Global Holdings, Inc.), Subscription Agreement (CR Global Holdings, Inc.)

Foreign Investors. If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the Shares. The Investor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Investor’s jurisdiction.

Appears in 3 contracts

Samples: Subscription Agreement (Vivos Inc), Subscription Agreement (Vivos Inc), Subscription Agreement (Vivos Inc)

Foreign Investors. If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the SharesSecurities. The Investor’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of the Investor’s jurisdiction.

Appears in 3 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement (Restoration Robotics, Inc.), Note Purchase Agreement (Restoration Robotics, Inc.)

Foreign Investors. If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the SharesSecurities. The Investor’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of the Investor’s jurisdiction.

Appears in 3 contracts

Samples: Loan Agreement (iMedia Brands, Inc.), Note Purchase Agreement (FCCC Inc), Convertible Promissory Note Purchase Agreement (EVO Transportation & Energy Services, Inc.)

Foreign Investors. If Investor Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental 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, sale or transfer of the Shares. Investor’s Purchaser's subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Investor’s Purchaser's jurisdiction.

Appears in 3 contracts

Samples: Preferred Stock Purchase Agreement (Peerless Systems Corp), Preferred Stock Purchase Agreement (Eci Telecom LTD/), Stock and Warrant Purchase Agreement (On Stage Entertainment Inc)

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it Investor has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtainedobtained in connection with such purchase, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the Shares. The Company’s offer and sale and Investor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 3 contracts

Samples: Flashseed Preferred Stock Subscription Agreement, Flashseed Preferred Stock Subscription Agreement, Flashseed Preferred Stock Subscription Agreement

Foreign Investors. If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), such Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the SharesSecurities. Such Investor’s subscription and payment for and continued beneficial ownership of the Shares Securities, will not violate any applicable securities or other laws of the Investor’s jurisdiction.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Grill Concepts Inc), Securities Purchase Agreement (Roomlinx Inc)

Foreign Investors. If Investor Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Stock or any use of this Subscription Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the SharesStock, (iib) any foreign exchange restrictions applicable to such purchasepurchase or acquisition, (iiic) any governmental government or other consents that may need to be obtained, and (ivd) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the SharesStock. InvestorPurchaser’s subscription and payment for and continued beneficial ownership of the Shares Stock will not violate any applicable securities or other laws of InvestorPurchaser’s jurisdiction.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Alexza Pharmaceuticals Inc.), Stock Purchase Agreement (Alexza Pharmaceuticals Inc.)

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental 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, sale or transfer of the Shares. The Company’s offer and sale and Investor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 2 contracts

Samples: Subscription Agreement (Zummo Flight Technologies), Subscription Agreement (Zummo Flight Technologies)

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, ; (ii) any foreign exchange restrictions applicable to such purchase, ; (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 purchase, holding, redemption, sale, or transfer of the Shares. Investor’s 's subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Investor’s 's jurisdiction.

Appears in 2 contracts

Samples: Subscription Agreement (Technology Holdings North America Inc.), Subscription Agreement (Live Stream Technology Services Inc.)

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, ; (ii) any foreign exchange restrictions applicable to such purchase, ; (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 purchase, holding, redemption, sale, or transfer of the Shares. Investor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 2 contracts

Samples: Subscription Agreement (Invest Inc.), Subscription Agreement (Invest Inc.)

Foreign Investors. If Investor Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the Shares. InvestorPurchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities Shares or other laws of Investorthe Purchaser’s jurisdiction.

Appears in 2 contracts

Samples: Subscription Agreement (Clean Energy Technologies, Inc.), Form of Agreement (Clean Energy Technologies, Inc.)

Foreign Investors. If Investor Holder is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amendedCode), Investor 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 subscribe for the Shares Securities or any use of this Subscription AgreementWarrant, including (i) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the SharesSecurities. InvestorHolder’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of InvestorHolder’s jurisdiction.

Appears in 2 contracts

Samples: Adicet Bio, Inc., resTORbio, Inc.

Foreign Investors. If Investor Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental 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, sale or transfer of the Shares. InvestorPurchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of InvestorPurchaser’s jurisdiction.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Veraz Networks, Inc.), Preferred Stock Purchase Agreement (Veraz Networks, Inc.)

Foreign Investors. If Investor the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amendedCode), Investor the Purchaser hereby represents that (a) it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the Shares. Investor’s , and (b) its subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Investorthe Purchaser’s jurisdiction.

Appears in 2 contracts

Samples: Series C Preferred Stock Purchase Agreement (Caribou Biosciences, Inc.), Series C Preferred Stock Purchase Agreement (Caribou Biosciences, Inc.)

Foreign Investors. If an Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), such Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the SharesSecurities. Such Investor’s subscription and payment for and continued beneficial ownership of the Shares Securities, will not violate any applicable securities or other laws of the Investor’s jurisdiction.

Appears in 1 contract

Samples: Securities Purchase Agreement (Roomlinx Inc)

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the Investor is in full observance of compliance with the laws of its Investor's jurisdiction in connection with any invitation to subscribe for the Offered Shares or any use of this Subscription Agreement, including including, without limitation, (i1) the legal requirements within its Investor's jurisdiction for the purchase of the Subject Offered Shares, (ii2) any foreign exchange restrictions applicable to such purchase, (iii3) any governmental or other consents that may need to be obtained, and (iv4) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the Subject Offered Shares. Investor’s 's subscription and payment for and continued beneficial ownership of the Subject Offered Shares will not violate any applicable securities or other laws of Investor’s 's jurisdiction.

Appears in 1 contract

Samples: Subscription Agreement (Black Bird Potentials Inc.)

Foreign Investors. If such Investor is not a United States person (as defined by Section 7701(a)(30) of the United States Internal Revenue Code of 1986Code, as amended), such Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Units or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesUnits, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the SharesUnits. Such Investor’s subscription and payment for and continued beneficial ownership of the Shares Units will not violate any applicable securities or other laws of such Investor’s jurisdiction.

Appears in 1 contract

Samples: Assumption Agreement (Rainmaker Systems Inc)

Foreign Investors. If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), such Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Notes or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesNotes, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, conversion, sale, or transfer of the SharesNotes. Such Investor’s subscription and payment for and continued beneficial ownership of the Shares Notes will not violate any applicable securities or other laws of such Investor’s jurisdiction.

Appears in 1 contract

Samples: Note Purchase Agreement (TripBorn, Inc.)

Foreign Investors. If the Investor is not a United States person (as defined by Section 7701(a)(307701 (a)(30) of the Internal Revenue Code of 1986, as amended), such Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Series E Preferred or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesSeries E Preferred, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the SharesSeries E Preferred. Such Investor’s 's subscription and payment for and continued beneficial ownership of the Shares Series E Preferred, will not violate any applicable securities or and other laws of Investor’s the Purchaser's jurisdiction.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (Metawave Communications Corp)

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Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Tokens or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesTokens, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the SharesTokens. Investor’s 's subscription and payment for and continued beneficial ownership of the Shares Tokens will not violate any applicable securities or other laws of Investor’s 's jurisdiction.

Appears in 1 contract

Samples: Subscription Agreement (Azotto Technology, LLC)

Foreign Investors. If Investor Holder is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor 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 subscribe for purchase the Shares Securities or any use of this Subscription AgreementNote, including (i) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the SharesSecurities. InvestorHolder’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of InvestorHolder’s jurisdiction.

Appears in 1 contract

Samples: zSpace, Inc.

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the SharesSecurities. Investor’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of Investor’s jurisdiction.. ​

Appears in 1 contract

Samples: Subscription Agreement (Digital Brands Group, Inc.)

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Securities or any use of this Subscription Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (iib) any foreign exchange restrictions applicable to such purchase, (iiic) any governmental or other consents that may need to be obtained, and (ivd) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the SharesSecurities. Investor’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 1 contract

Samples: Secured Note and Warrant Purchase Agreement (Skye Bioscience, Inc.)

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the SharesSecurities. Investor’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of Investor’s jurisdiction.. ​ ​ ​

Appears in 1 contract

Samples: Subscription Agreement (Digital Brands Group, Inc.)

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Tokens or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesTokens, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the SharesTokens. Investor’s subscription and payment for and continued beneficial ownership of the Shares Tokens will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 1 contract

Samples: Subscription Agreement (Azotto Technology, LLC)

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the Investor is in full observance of compliance with the laws of its Investor’s jurisdiction in connection with any invitation to subscribe for the Offered Shares or any use of this Subscription Agreement, including including, without limitation, (i1) the legal requirements within its Investor’s jurisdiction for the purchase of the Subject Offered Shares, (ii2) any foreign exchange restrictions applicable to such purchase, (iii3) any governmental or other consents that may need to be obtained, and (iv( 4) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the Subject Offered Shares. Investor’s subscription and payment for and continued beneficial ownership of the Subject Offered Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 1 contract

Samples: Subscription Agreement

Foreign Investors. If the Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it such Investor has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the Shares. The Investor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Investor’s jurisdiction.

Appears in 1 contract

Samples: Securities Purchase Agreement (First Light Acquisition Group, Inc.)

Foreign Investors. If Investor the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe subscribe: for the Shares Stock or any use of this Subscription Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the SharesStock, (iib) any foreign exchange restrictions applicable to such purchase, (iiic) any governmental or other consents that may need to be obtained, and (ivd) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the SharesStock. Investor’s Such Purchaser's subscription and payment for and continued beneficial ownership of the Shares Stock, will not violate any applicable securities or other laws of Investor’s the Purchaser's jurisdiction.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Egroups Inc)

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the Investor is in full observance of compliance with the laws of its Investor’s jurisdiction in connection with any invitation to subscribe for the Offered Shares or any use of this Subscription Agreement, including including, without limitation, (i1) the legal requirements within its Investor’s jurisdiction for the purchase of the Offered Shares, (ii2) any foreign exchange restrictions applicable to such purchase, (iii3) any governmental or other consents that may need to be obtained, and (iv4) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the Offered Shares. Investor’s subscription and payment for and continued beneficial ownership of the Offered Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 1 contract

Samples: Subscription Agreement (GeoSolar Technologies, Inc.)

Foreign Investors. If such Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amendedCode), such Investor hereby represents that he, she, they or it has satisfied itself as to the full observance of the laws of his, her, their or its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription AgreementShares, including (i) the legal requirements within his, her, their or its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the Shares. Investor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (N-Able, Inc.)

Foreign Investors. If such Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), such Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental government or other consents that may need to be obtained, and obtained (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the Shares. Securities; and (v) the Company’s offer and sale and such Investor’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of such Investor’s jurisdiction.

Appears in 1 contract

Samples: Intercreditor Agreement (Syncardia Systems Inc)

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the Shares. Investor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.. ​

Appears in 1 contract

Samples: Subscription Agreement (Digital Brands Group, Inc.)

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amendedamended (the “Code”)), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Securities or any use of this Subscription Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (iib) any foreign exchange restrictions applicable to such purchase, (iiic) any governmental or other consents that may need to be obtained, and (ivd) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the SharesSecurities. Investor’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of the Investor’s jurisdiction.

Appears in 1 contract

Samples: Secured Note and Common Stock Purchase Agreement (Stratos Renewables CORP)

Foreign Investors. If such Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amendedCode), such Investor hereby represents that he, she, they or it has satisfied itself as to the full observance of the laws of his, her, their or its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription AgreementSecurities, including (i) the legal requirements within his, her, their or its jurisdiction for the purchase of the SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the Shares. Investor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Investor’s jurisdictionSecurities.

Appears in 1 contract

Samples: Subscription Agreement (Esports Technologies, Inc.)

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, or transfer of the Shares. Investor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Investor’s jurisdiction.

Appears in 1 contract

Samples: Subscription Agreement

Foreign Investors. (1) If an Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Debentures or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, redemption, sale, conversion or transfer of the SharesSecurities. The Investor’s subscription and subscription, payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of the Investor’s jurisdiction.

Appears in 1 contract

Samples: Securities Purchase Agreement (Athena Bitcoin Global)

Foreign Investors. If such Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), such Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares Securities or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental government or other consents that may need to be obtained, obtained and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the SharesSecurities. The Company’s offer and sale and such Investor’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (HTG Molecular Diagnostics, Inc)

Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it Investor has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of acquiring the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtainedobtained in connection with such purchase, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, sale or transfer of the Shares. The Company’s offer and sale and Investor’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 1 contract

Samples: Series a Preferred Stock Subscription Agreement

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