International Purchaser Clause Samples
The 'International Purchaser' clause defines the rights, responsibilities, and obligations of a buyer located outside the seller's country in a cross-border transaction. It typically outlines requirements such as compliance with import/export laws, payment in foreign currency, and the handling of customs duties or taxes. By clearly specifying these terms, the clause helps prevent misunderstandings and legal disputes, ensuring that both parties understand their roles and the applicable regulations in international sales.
International Purchaser. If the Purchaser is resident of a country other than Canada or the United States (an “International Jurisdiction”) then in addition to the other representations and warranties contained herein, the Purchaser represents, warrants and covenants, or if it is acting as agent for one or more Beneficial Purchaser resident in an International Jurisdiction, such Beneficial Purchaser represents, warrants and covenants, that it:
(i) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the International Jurisdiction which would apply to the subscription for Shares contemplated hereby (“International Securities Laws”), if any;
(ii) is purchasing the Securities pursuant to an applicable exemption from any prospectus, registration or similar requirements under the International Securities Laws of that International Jurisdiction, or, if such is not applicable, is permitted to purchase the Securities under the International Securities Laws of the International Jurisdiction without the need to rely on exemptions;
(iii) the International Securities Laws do not require the Company to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction;
(iv) the Purchaser will not sell or otherwise dispose of any of the Securities, except in accordance with applicable securities laws in Canada and the United States, and if the Purchaser sells or otherwise disposes of any Securities to a person other than a resident of Canada or the United States, as the case may be, the Purchaser will obtain from such purchaser representations, warranties and covenants in the same form as provided in Schedule E attached hereto and shall comply with such other requirements as the Company may reasonably require;
(v) the delivery of this Subscription Agreement, the acceptance of it by the Company and the issue of the Securities to the Purchaser complies with all applicable laws of the Purchaser’s jurisdiction of residence or domicile and all other applicable laws and will not cause the Company to become subject to or comply with any continuous disclosure, prospectus or other periodic filing or reporting requirements under any such applicable laws; and
(vi) the Purchaser, and any Beneficial Purchaser, hereby irrevocably:
(vii) confirms that it understands that no offering document or prospectus has been prepared in connection with the Securities being purchased and the Purcha...
International Purchaser. If the Purchaser is resident outside of Canada and the United States, the Purchaser:
(i) is knowledgeable of, or has been independently advised as to the applicable securities laws of the securities regulatory authorities (the "Authorities'") having application in the jurisdiction in which the Purchaser is resident (the "International Jurisdiction") which would apply to the acquisition of the Shares, if any;
(ii) is purchasing the Shares pursuant to exemptions from the prospectus and registration or equivalent requirements under the applicable securities laws of the Authorities in the International Jurisdiction or, if such is not applicable, the Purchaser is permitted to purchase the Shares under the applicable securities laws of the Authorities in the International Jurisdiction without the need to rely on any exemption;
(iii) confirms that the applicable securities laws of the Authorities in the International Jurisdiction do not require the Issuer to make any filings or seek any approvals of any nature whatsoever from any Authority of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of the Shares; and
International Purchaser. Within twenty (20) days after the date of this Agreement, U.S. Purchaser shall organize International Purchaser under the laws of the Republic of France and shall cause International Purchaser to execute a copy of this Agreement and become bound by this Agreement. Upon International Purchaser signing this Agreement and becoming a party to this Agreement, International Purchaser shall be entitled to all and any rights, benefits and remedies, and shall be bound by all the obligations, of any nature whatsoever under, or by reason of, this Agreement.