Common use of Foreign Purchasers Clause in Contracts

Foreign Purchasers. If any Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended) or is a U.S. subsidiary or affiliate of a foreign parent company (a “Foreign Purchaser”), each such Foreign 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 Securities or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions applicable to such purchase, (c) any government or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. Each Foreign Purchaser further represents that either (i) it does not now, nor will it after the Closing, hold 10% or greater, directly or indirectly, of the voting interest in the Company or (ii) if it does or will, such Foreign Purchaser shall notify the Company and shall provide such information as the Company may reasonably request to comply with state, federal, or local regulations. The Company’s offer and sale and the Foreign Purchaser’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Foreign Purchaser’s jurisdiction.

Foreign Purchasers. If any Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended) or is a U.S. subsidiary or affiliate of a foreign parent company (a “Foreign Purchaser”), each such Foreign 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 Securities or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions applicable to such purchase, (c) any government or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. Each Foreign Purchaser further represents that either (ix) it does not now, nor will it after the Closing (or, if such Foreign Purchaser is participating in the Additional Closing, after the Additional Closing), hold 10% or greater, directly or indirectly, of the voting interest in the Company or (iiy) if it does or will, such Foreign Purchaser shall notify the Company and shall provide such information as the Company may reasonably request to comply with state, federal, or local regulations. The Company’s offer and sale and the Foreign Purchaser’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Foreign Purchaser’s jurisdiction.and

Foreign Purchasers. If any Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended) , or if Purchaser is a U.S. US subsidiary or affiliate of a foreign parent company (a company, “Foreign Purchaser”), each such Foreign 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 Securities Shares or any use of this Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the SecuritiesShares, (bii) any foreign exchange restrictions applicable to such purchase, (ciii) any government or other consents that may need to be obtained, and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the SecuritiesShares. Each Foreign Purchaser further represents that either (ix) it does not now, nor will it after the Closing, hold ten percent (10% %) or greater, directly or indirectly, of the voting interest in the Company or (iiy) if it does or will, such Foreign Purchaser shall notify the Company and shall provide such information as the Company may reasonably request to comply with state, federal, or local regulations. The Company’s offer and sale and the Foreign Purchaser’s subscription and payment for and continued beneficial ownership of the Securities Shares will not violate any applicable securities or other laws of the Foreign Purchaser’s jurisdiction.

Foreign Purchasers. If any Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended) , or if Purchaser is a U.S. US subsidiary or affiliate of a foreign parent company (a company, “Foreign Purchaser”), each such Foreign 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 Securities Shares or any use of this Agreement, including (ai) the legal requirements within its jurisdiction for the purchase of the SecuritiesShares, (bii) any foreign exchange restrictions applicable to such purchase, (ciii) any government or other consents that may need to be obtained, and (div) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the SecuritiesShares. Each Foreign Purchaser further represents that either (ix) it does not now, nor will it after the First Closing, the Second Closing or the Third Closing, hold ten percent (10% %) or greater, directly or indirectly, of the voting interest in the Company or (iiy) if it does or will, such Foreign Purchaser shall notify the Company and shall provide such information as the Company may reasonably request to comply with state, federal, or local regulations. The Company’s offer and sale and the Foreign Purchaser’s subscription and payment for and continued beneficial ownership of the Securities Shares will not violate any applicable securities or other laws of the Foreign Purchaser’s jurisdiction.

Foreign Purchasers. If any Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended) or is a U.S. subsidiary or affiliate of a foreign parent company (a ““ Foreign Purchaser”), each such Foreign 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 Securities or any use of this Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions applicable to such purchase, (c) any government or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. Each Foreign Purchaser further represents that either (ix) it does not now, nor will it after the Closing (or, if such Foreign Purchaser is participating in the Additional Closing, after the Additional Closing), hold 10% or greater, directly or indirectly, of the voting interest in the Company or (iiy) if it does or will, such Foreign Purchaser shall notify the Company and shall provide such information as the Company may reasonably request to comply with state, federal, or local regulations. The Company’s offer and sale and the Foreign Purchaser’s subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Foreign Purchaser’s jurisdiction.