Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the 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 Shares or any use of this 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 Purchaser’s subscription and payment for and continued beneficial ownership of the 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 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 Acquired Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the 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 Acquired Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Acquired Shares will not violate in any material respect 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 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 Shares Purchased Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the 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 SharesPurchased Securities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Purchased Securities will not violate in any material respect 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 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 Shares Series B Preferred Stock or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesSeries B Preferred Stock, (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 SharesSeries B Preferred Stock. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Series B Preferred Stock will not violate in any material respect 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 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 Shares or any use of this 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 Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate in any material respect any applicable securities or other laws of the Purchaser’s jurisdiction.
Appears in 2 contracts
Samples: Series Seed Preferred Stock Purchase Agreement, Common Stock Purchase Agreement (Mattersight Corp)
Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the 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 Shares Securities or any use of this 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 Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate in any material respect 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 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 Shares Securities or any use of this Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the 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 SharesSecurities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate in any material respect any applicable securities or other laws of the Purchaser’s jurisdiction.
Appears in 1 contract
Samples: Note Purchase Agreement (NorthView Acquisition Corp)
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 Internal Revenue Code of 1986, as amendedSecurities 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 Shares Securities or any use of this Agreement, including including: (iA) the legal requirements within its jurisdiction for the purchase of the 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 SharesSecurities. The Such Purchaser’s subscription and payment for for, and his or her continued beneficial ownership of the Shares Securities, will not violate in any material respect any applicable securities or other laws of the Purchaser’s jurisdiction.
Appears in 1 contract
Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the 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 Shares Purchased Interests or any use of this Agreement, including (ia) the legal requirements within its jurisdiction for the purchase of the 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 SharesPurchased Interests. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Purchased Interests will not violate in any material respect 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.)
Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the 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 Shares and Warrants or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the 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 SharesShares and Warrants. The Such Purchaser’s subscription and payment for and continued beneficial ownership of the Shares and Warrants will not violate in any material respect any applicable securities or other laws of the Purchaser’s jurisdiction.
Appears in 1 contract
Samples: 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 Internal Revenue Code of 1986, as amendedCode), 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 Holdings Common Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the 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 Holdings Common Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Holdings Common Shares will not violate in any material respect any applicable securities or other laws Laws of the Purchaser’s jurisdiction.
Appears in 1 contract
Samples: Amended and Restated Purchase Option Agreement (Roth CH Acquisition I Co. Parent Corp.)
Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal 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 Shares or any use of this 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 Such Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Shares, will not violate in any material respect any applicable securities or other laws of the such Purchaser’s jurisdiction.
Appears in 1 contract
Samples: 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 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 Shares or any use of this Agreement, including including: (i) the legal requirements within its jurisdiction for the purchase of the 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 Shares. The Such Purchaser’s subscription and payment for for, and continued beneficial ownership of of, the Shares will not violate in any material respect 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 such Purchaser is not a United States person (as defined by Section 7701(a)(30) of the 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 Laws of its jurisdiction in connection with any invitation to subscribe for the Shares Purchased Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the 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 SharesPurchased Units. The Such Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Purchased Units will not violate in any material respect 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 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 Purchased Shares or any use of this Agreement, including including: (i) the legal requirements within its jurisdiction for the purchase of the 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 Purchased Shares. The Purchaser’s subscription and payment for for, and continued beneficial ownership of of, the Purchased Shares will not violate in any material respect any applicable securities or other laws of the Purchaser’s jurisdiction.
Appears in 1 contract
Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the 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 Shares Securities or any use of this 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 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 SharesSecurities. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate in any material respect any applicable securities or other laws of the Purchaser’s jurisdiction.
Appears in 1 contract
Samples: Subordination Agreement (Syndax Pharmaceuticals Inc)
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 Internal Revenue Code of 1986, as amendedSecurities 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 Shares Securities or any use of this Agreement, including including: (iA) the legal requirements within its jurisdiction for the purchase of the 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 SharesSecurities. The Purchaser’s subscription and payment for for, and his or her continued beneficial ownership of the Shares Securities, will not violate in any material respect 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 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 Shares Securities or any use of this Agreementthe Transaction Agreements, 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 Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Securities will not violate in any material respect 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 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 Preferred Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Preferred 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 Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Preferred Shares will not violate in any material respect 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 Internal Revenue Code of 1986, as amendedCode), 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 Purchased Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the 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 Purchased Shares. The PurchaserBuyer’s subscription and payment for and continued beneficial ownership of the Purchased Shares will not violate in any material respect 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 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 Shares Series A Preferred Stock or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SharesSeries A Preferred Stock, (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 SharesSeries A Preferred Stock. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares Series A Preferred Stock will not violate in any material respect any applicable securities or other laws of the Purchaser’s jurisdiction.
Appears in 1 contract