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 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 Preferred Sale Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Preferred Sale 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 Preferred Sale Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Preferred Sale Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 3 contracts

Samples: Preferred Share Purchase Agreement (ECMOHO LTD), Preferred Share Purchase Agreement (ECMOHO LTD), Preferred Share Purchase Agreement (ECMOHO LTD)

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Foreign Investors. If the Purchaser The Shareholder is not a United States person (as defined by Section 7701(a)(30) of the CodeInternal Revenue Code of 1986, as amended), the Purchaser Shareholder 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 Preferred Sale Shares or any use of this the Purchase Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the Preferred Sale Shares, (iib) any foreign exchange restrictions applicable to such purchase, (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 Preferred Sale Shares. The PurchaserCompany’s offer and sale and the Shareholder’s subscription and payment for and continued beneficial ownership of the Preferred Sale Shares will not violate any applicable securities or other laws of the PurchaserShareholder’s jurisdiction.

Appears in 2 contracts

Samples: Shareholder Agreement (Cavium Networks, Inc.), Asset Purchase Agreement (Cavium Networks, Inc.)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue 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 Preferred Sale Shares Shares, or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Preferred Sale Shares, if applicable, (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 Preferred Sale Shares. The Company’s offer and sale and Purchaser’s subscription and payment for and continued beneficial ownership of the Preferred Sale Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Neophotonics Corp)

Foreign Investors. If the such Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), 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 Preferred Sale Shares Offered Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Preferred Sale SharesOffered Units, (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 Preferred Sale SharesOffered Units. The Such Purchaser’s subscription and payment for and continued beneficial ownership of the Preferred Sale Shares Offered Units will not violate any applicable securities or other laws of the such Purchaser’s jurisdiction.

Appears in 2 contracts

Samples: Class a Series 2 Unit Purchase Agreement (Learn SPAC HoldCo, Inc.), Class D Preferred Unit Purchase Agreement (Learn SPAC HoldCo, Inc.)

Foreign Investors. If the a Purchaser is not a United States person (as defined by Section 7701(a)(30Rule 902(k) of under the CodeSecurities Act), 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 Preferred Sale Shares Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Preferred Sale SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental 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 Preferred Sale SharesSecurities. The Such Purchaser’s subscription and payment for for, and his or her continued beneficial ownership of the Preferred Sale Shares Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 2 contracts

Samples: Subordinated Convertible Note Purchase Agreement (InterPrivate II Acquisition Corp.), Subordinated Convertible Note Purchase Agreement (InterPrivate II Acquisition Corp.)

Foreign Investors. If the Purchaser is not a United States person Person (as defined by Section 7701(a)(30770 1(a)(30) of the Code), 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 Preferred Sale Shares Units or any use of this AgreementAgreement or the Transaction Documents, including (i) the legal requirements within its jurisdiction for the purchase of the Preferred Sale 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 Preferred Sale SharesSecurities. The Such Purchaser’s subscription and payment for and continued beneficial ownership of the Preferred Sale Shares Securities will not violate any applicable securities or other laws of the PurchaserInvestor’s jurisdiction.

Appears in 2 contracts

Samples: Unit Purchase Agreement (Phreadz, Inc.), Unit Purchase Agreement (Atwood Minerals & Mining CORP.)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the CodeInternal 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 Preferred Sale Shares Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Preferred Sale SharesSecurities, (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 Preferred Sale SharesSecurities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Preferred Sale Shares Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 2 contracts

Samples: Convertible Note and Warrant Purchase Agreement (Hyperion Therapeutics Inc), Convertible Note and Warrant Purchase Agreement (Hyperion Therapeutics Inc)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of 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 Series B Preferred Sale Shares Stock or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Series B Preferred Sale SharesStock, (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 Tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Series B Preferred Sale SharesStock. The Purchaser’s subscription and payment for and continued beneficial ownership of the Series B Preferred Sale Shares Stock will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 2 contracts

Samples: Investment Agreement (Innventure, Inc.), Investment Agreement (Learn CW Investment Corp)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of 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 Preferred Sale Acquired Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Preferred Sale Acquired 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 Preferred Sale Acquired Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Preferred Sale Acquired Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 2 contracts

Samples: Subscription Agreement, Subscription Agreement (One Madison Corp)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the CodeInternal 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 Preferred Sale Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Preferred Sale 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 Preferred Sale Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Preferred Sale Shares will not violate in any material respect any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Celsius Holdings, Inc.), Common Stock Purchase Agreement (Celsius Holdings, Inc.)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of 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 Preferred Sale Shares Purchased Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Preferred Sale SharesPurchased Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental 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 Preferred Sale SharesPurchased Securities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Preferred Sale Shares Purchased Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 2 contracts

Samples: Convertible Promissory Note Purchase Agreement, Convertible Promissory Note Purchase Agreement (Altimmune, Inc.)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of 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 Preferred Sale Shares Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Preferred Sale SharesSecurities to be acquired by the Purchaser, (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 Preferred Sale SharesSecurities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Preferred Sale Shares Securities to be acquired by the Purchaser will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 2 contracts

Samples: Note, Warrant, and Preferred Stock Purchase Agreement (Sacks Bradley J.), Note, Warrant, and Preferred Stock Purchase Agreement (ULURU Inc.)

Foreign Investors. If the a Purchaser is not a United States person (as defined by Section 7701(a)(30) of the CodeInternal 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 Preferred Sale Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Preferred Sale 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 Preferred Sale Shares. The Such Purchaser’s subscription and payment for and continued beneficial ownership of the Preferred Sale Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 2 contracts

Samples: Share Purchase Agreement (Cellular Biomedicine Group, Inc.), Share Purchase Agreement (Cellular Biomedicine Group, Inc.)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the CodeInternal 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 Preferred Sale Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Preferred Sale 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 Preferred Sale Shares. The Company’s offer and sale and such Purchaser’s subscription and payment for and continued beneficial ownership of the Preferred Sale Shares will not violate any applicable securities or other laws of the such Purchaser’s jurisdiction.

Appears in 2 contracts

Samples: Series a Preferred Stock Purchase Agreement (Careguide Inc), Series a Preferred Stock Purchase Agreement (Careguide Inc)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of 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 Preferred Sale Purchased Shares or any use of this Agreement, including including: (i) the legal requirements within its jurisdiction for the purchase of the Preferred Sale Purchased 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 Preferred Sale Purchased Shares. The Purchaser’s subscription and payment for for, and continued beneficial ownership of of, the Preferred Sale Purchased Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 1 contract

Samples: Stock Purchase Agreement (China Tel Group Inc)

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

Appears in 1 contract

Samples: Securities Purchase Agreement (Aastrom Biosciences Inc)

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

Appears in 1 contract

Samples: Preference a Shares Purchase Agreement (China Nuokang Bio-Pharmaceutical Inc.)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the CodeInternal 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 Preferred Sale Shares or any use of this Agreement, including including: (i) the legal requirements within its jurisdiction for the purchase of the Preferred Sale Shares, (ii) any and 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, sale or transfer of the Preferred Sale Shares. The Such Purchaser’s subscription and payment for for, and continued beneficial ownership of of, the Preferred Sale Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 1 contract

Samples: Securities Purchase Agreement (American Restaurant Concepts Inc)

Foreign Investors. If the a Purchaser is not a United States person or entity (as defined by Section 7701(a)(30Rule 902(k) of under the CodeSecurities Act), 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 Preferred Sale Shares Securities or any use of this Agreement, including including: (iA) the legal requirements within its jurisdiction for the purchase of the Preferred Sale Shares, 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 Preferred Sale SharesSecurities. The Such Purchaser’s subscription and payment for for, and his or her continued beneficial ownership of the Preferred Sale Shares Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 1 contract

Samples: Convertible Note and Warrant Purchase Agreement (Mechanical Technology Inc)

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Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30Rule 902(k) of under the CodeSecurities Act), 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 Preferred Sale Shares Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Preferred Sale SharesSecurities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental 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 Preferred Sale SharesSecurities. The Purchaser’s subscription and payment for for, and the Purchaser’s continued beneficial ownership of the Preferred Sale Shares Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction. The Purchaser also hereby represents that the Purchaser is not a “10-percent shareholder” as defined in Section 871(h) of the Internal Revenue Code of 1986, as amended.

Appears in 1 contract

Samples: Convertible Promissory Note Purchase Agreement (Evolus, Inc.)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the CodeInternal 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 Preferred Sale Shares Securities or any use of this Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the Preferred Sale Shares, 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 Preferred Sale SharesSecurities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Preferred Sale Shares Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 1 contract

Samples: Senior Convertible Promissory Note Purchase Agreement (NorthView Acquisition Corp)

Foreign Investors. If the such Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the such Purchaser hereby represents that it has satisfied itself as to the full observance of the laws Laws of its jurisdiction in connection with any invitation to subscribe for the Preferred Sale Shares Purchased Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Preferred Sale SharesPurchased Units, (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 Preferred Sale SharesPurchased Units. The Such Purchaser’s subscription and payment for and continued beneficial ownership of the Preferred Sale Shares Purchased Units will not violate any applicable securities or other laws Laws of the such Purchaser’s jurisdiction.

Appears in 1 contract

Samples: Series a Preferred Unit Purchase Agreement (Tucows Inc /Pa/)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), 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 Preferred Sale Shares and Warrants or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Preferred Sale SharesShares and 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 Preferred Sale SharesShares and Warrants. The Such Purchaser’s subscription and payment for and continued beneficial ownership of the Preferred Sale Shares and Warrants will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 1 contract

Samples: Series C 1 Preferred Stock and Warrant Purchase Agreement (Glori Acquisition Corp.)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws Laws of its jurisdiction in connection with any invitation to subscribe for the Preferred Sale Holdings Common Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Preferred Sale Holdings Common 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 Preferred Sale Holdings Common Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Preferred Sale Holdings Common Shares will not violate any applicable securities or other laws Laws of the Purchaser’s jurisdiction.

Appears in 1 contract

Samples: Purchase Option Agreement (Roth CH Acquisition I Co. Parent Corp.)

Foreign Investors. If the Purchaser is not a United States person or entity (as defined by Section 7701(a)(30Rule 902(k) of under the CodeSecurities Act), 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 Preferred Sale Shares Securities or any use of this Agreement, including including: (iA) the legal requirements within its jurisdiction for the purchase of the Preferred Sale Shares, 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 Preferred Sale SharesSecurities. The Purchaser’s subscription and payment for for, and his or her continued beneficial ownership of the Preferred Sale Shares Securities, will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 1 contract

Samples: Common Stock and Warrant Purchase Agreement (Mechanical Technology Inc)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of 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 Preferred Sale Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Preferred Sale 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 Preferred Sale Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Preferred Sale Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdictionjurisdiction in each case that are applicable to such Purchaser.

Appears in 1 contract

Samples: Series a Preferred Share Purchase Agreement (Adaptimmune Therapeutics PLC)

Foreign Investors. If the Purchaser Buyer is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser Buyer 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 Preferred Sale Purchased Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Preferred Sale Purchased 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 Preferred Sale Purchased Shares. The PurchaserBuyer’s subscription and payment for and continued beneficial ownership of the Preferred Sale Purchased Shares will not violate any applicable securities or other laws of the PurchaserBuyer’s jurisdiction.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cogentix Medical Inc /De/)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of 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 Preferred Sale Shares Securities or any use of this Agreementthe Transaction Agreements, including (i) the legal requirements within its jurisdiction for the purchase of the Preferred Sale 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 Preferred Sale SharesSecurities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Preferred Sale Shares Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 1 contract

Samples: Secured Note Purchase Agreement (Jupiter Wellness, Inc.)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the CodeInternal 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 Preferred Sale Shares Securities or any use of this Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the Preferred Sale SharesSecurities, (iib) any foreign exchange restrictions applicable to such purchase, (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 Preferred Sale SharesSecurities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Preferred Sale Shares Securities will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (Syndax Pharmaceuticals Inc)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of 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 Series A Preferred Sale Shares Stock or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Series A Preferred Sale SharesStock, (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 Tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Series A Preferred Sale SharesStock. The Purchaser’s subscription and payment for and continued beneficial ownership of the Series A Preferred Sale Shares Stock will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 1 contract

Samples: Investment Agreement (Learn SPAC HoldCo, Inc.)

Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of 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 Preferred Sale Shares Purchased Interests or any use of this Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the Preferred Sale SharesPurchased Interests, (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 Preferred Sale SharesPurchased Interests. The Purchaser’s subscription and payment for and continued beneficial ownership of the Preferred Sale Shares Purchased Interests will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Stronghold Digital Mining, Inc.)

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