Common use of Foreign Investors Clause in Contracts

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended), the 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 Forward Purchase Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Forward Purchase Securities, (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 Forward Purchase Securities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Forward Purchase Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 45 contracts

Samples: Forward Purchase Agreement (Aries I Acquisition Corp.), Forward Purchase Agreement (Anzu Special Acquisition Corp I), Forward Purchase Agreement (M3-Brigade Acquisition III Corp.)

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Foreign Investors. If the Purchaser Holder is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amendedamended (the “Code”)), the Purchaser Holder hereby represents that he, she or it has satisfied itself as to the full observance of the laws of its the Holder’s jurisdiction in connection with any invitation to subscribe for the Forward Purchase Securities or any use of this AgreementNote, including (iA) the legal requirements within its the Holder’s jurisdiction for the purchase of the Forward Purchase Securities, (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, sale or transfer of the Forward Purchase Securities. The PurchaserHolder’s subscription and subscription, payment for and continued beneficial ownership of the Forward Purchase Securities will not violate any applicable securities or other laws of the PurchaserHolder’s jurisdiction.

Appears in 17 contracts

Samples: Warrant Agreement (Urgent.ly Inc.), Warrant Agreement (Urgent.ly Inc.), Convertible Promissory Note (Gatsby Digital, Inc.)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended), the 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 Forward Purchase Securities Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Forward Purchase SecuritiesShares, (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 Forward Purchase SecuritiesShares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Forward Purchase Securities Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 15 contracts

Samples: Forward Purchase Agreement (Sound Point Acquisition Corp I, LTD), Forward Purchase Agreement (Sound Point Acquisition Corp I, LTD), Forward Purchase Agreement (Sound Point Acquisition Corp I, LTD)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)), the 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 Forward Purchase Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Forward Purchase Securities, (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 Forward Purchase Securities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Forward Purchase Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 8 contracts

Samples: Forward Purchase Agreement (Summit Healthcare Acquisition Corp.), Forward Purchase Agreement (Summit Healthcare Acquisition Corp.), Forward Purchase Agreement (Artisan Acquisition Corp.)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amendedamended (the “Code”)), the 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 Forward Purchase Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Forward Purchase Securities, (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 Forward Purchase Securities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Forward Purchase Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 2 contracts

Samples: Forward Purchase Agreement (Aperture Acquisition Corp), Forward Purchase Agreement (Aperture Acquisition Corp)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended), the 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 Forward Purchase Securities Convertible Notes or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Forward Purchase SecuritiesConvertible Notes, (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 Forward Purchase SecuritiesConvertible Notes. The Purchaser’s subscription and payment for and continued beneficial ownership of the Forward Purchase Securities Convertible Notes will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 1 contract

Samples: Forward Purchase Agreement (Anzu Special Acquisition Corp I)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amendedCode), the 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 Forward Purchase Securities Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Forward Purchase SecuritiesShares that are applicable to the Purchaser, (ii) any foreign exchange restrictions applicable with respect to such purchasepurchase by the Purchaser, (iii) any governmental or other consents that may need to be obtainedobtained by the Purchaser, and (iv) the income tax and other tax consequences, if any, that may be relevant to the Purchaser in connection the purchase, holding, redemption, sale, or transfer of the Forward Purchase SecuritiesShares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Forward Purchase Securities Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdictionjurisdiction applicable to it. For the avoidance of doubt, the Purchaser is not making any representations or warranties as to the actions taken or required to be taken by the Company in connection herewith.

Appears in 1 contract

Samples: Series D Preferred Stock Purchase Agreement (Seres Therapeutics, Inc.)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amendedCode), the such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction that are applicable to it in connection with any invitation to subscribe for the Forward Purchase Securities or any use of this Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the Forward Purchase SecuritiesSecurities that are applicable to such Purchaser, (iib) any foreign exchange restrictions applicable to such Purchaser in its jurisdiction in connection with such purchase, (iiic) any governmental or other consents that may need to be obtainedobtained by such Purchaser, and (ivd) the income tax and other tax consequences, if any, that may be applicable to such Purchaser and relevant to the purchase, holding, redemption, sale, or transfer of the Forward Purchase Securities. The Such Purchaser’s subscription and payment for and continued beneficial ownership of the Forward Purchase Securities Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdictionjurisdiction that are applicable to it. For the avoidance of doubt, Purchaser is not making any representations or warranties as to the actions taken or required to be taken by the Company in connection herewith.

Appears in 1 contract

Samples: Convertible Note and Series F Preferred Stock Purchase Agreement (Renren Inc.)

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Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder), the 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 Forward Purchase Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Forward Purchase Securities, (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 Forward Purchase Securities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Forward Purchase Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 1 contract

Samples: Forward Purchase Agreement (Gesher I Acquisition Corp.)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amendedCode), the 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 Forward Purchase Securities and the Voting Shares underlying the T1 Issued Warrants, the T2 Issued Warrants and Options or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Forward Purchase Securitiessuch securities, (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 Forward Purchase Securitiessuch securities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Forward Purchase Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 1 contract

Samples: Share Purchase Agreement (Canopy Growth Corp)

Foreign Investors. If the a Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amendedCode), the 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 for the Forward Purchase Securities Preferred Shares and the Warrants or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Forward Purchase SecuritiesPreferred Shares and the Warrants, (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 Forward Purchase SecuritiesUnits, the Preferred Shares and the Warrants. The Purchaser’s 's subscription and payment for and continued beneficial ownership of the Forward Purchase Securities Preferred Shares and the Warrants will not violate any applicable securities or other laws of the Purchaser’s 's jurisdiction.

Appears in 1 contract

Samples: Series a Convertible Preferred Stock and Warrant Purchase Agreement (Bioforce Nanosciences Holdings, Inc.)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amendedCode), the 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 Forward Purchase Purchased Securities and the Subsequent Securities or any use of this Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the Forward Purchase Purchased Securities and the Subsequent Securities, (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 Forward Purchase Purchased Securities or the Subsequent Securities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Forward Purchase Purchased Securities and any Subsequent Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 1 contract

Samples: Securities Purchase Agreement (Biohaven Pharmaceutical Holding Co Ltd.)

Foreign Investors. If the Purchaser such Seller is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended), the Purchaser such Seller 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 or purchase his or her portion of the Forward Purchase Securities Transaction Shares or any use of this Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of his or her portion of the Forward Purchase SecuritiesTransaction Shares, (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 his or her portion of the Forward Purchase SecuritiesTransaction Shares. The PurchaserSuch Seller’s subscription and payment for and continued beneficial ownership of his or her portion of the Forward Purchase Securities Transaction Shares will not violate any applicable securities or other laws of the PurchaserSeller’s jurisdiction.

Appears in 1 contract

Samples: Share Exchange Agreement (O2diesel Corp)

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