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 if Purchaser is a U.S. subsidiary or affiliate of a foreign parent company, “Foreign Purchaser”), each such Purchaser hereby represents that it has satisfied itself as to its 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 (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any government or other consents that it may need to obtain, 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 Securities. Any Foreign Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Foreign Purchaser’s jurisdiction.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Apollo Endosurgery, Inc.), Securities Purchase Agreement (Apollo Endosurgery, Inc.)

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Foreign Purchasers. If any a 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. subsidiary or affiliate of a foreign parent company, “Foreign Purchaser”), each such Purchaser hereby represents that it has satisfied itself as to its the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for purchase the Securities Notes a or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SecuritiesNotes a, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any government or other consents that it may need to obtainbe 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 SecuritiesNotes or any Equity Securities which the Notes may be converted into pursuant to the terms hereof. Any Foreign The Company’s offer and sale and Purchaser’s subscription acquisition of and payment for and continued beneficial ownership of the Shares Notes or any Equity Securities which the Notes may be converted into pursuant to the terms hereof will not violate any applicable securities or other laws of Foreign such Purchaser’s jurisdiction.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Axcella Health Inc.), Securities Purchase Agreement (Evofem Biosciences, Inc.)

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