No U.S. Person Clause Samples

The "No U.S. Person" clause restricts participation in a contract, transaction, or offering to individuals or entities that are not considered U.S. Persons under relevant laws and regulations. In practice, this means that parties must confirm they are not citizens, residents, or entities organized under the laws of the United States, and may be required to provide representations or documentation to that effect. The core function of this clause is to ensure compliance with U.S. legal and regulatory requirements, such as securities laws or sanctions, by excluding U.S. Persons from involvement and thereby reducing legal risk for the parties involved.
No U.S. Person. None of Sellers is (or will be deemed, as a result of the transactions contemplated under this Agreement or under any of the Ancillary Documents) a U.S. Person as that term is defined in the U.S. Internal Revenue Code of 1986, as amended. None of Sellers is, or is acting for the account or benefit of, a U.S. person (as that term is defined in Regulation S). Each Seller was outside the United States of America at the time the offer to purchase the K2 Shares was received, and at the date of this Agreement, and will be outside the United States of America on the Closing Date. None of Sellers is acquiring the K2 Shares for the purpose of sale or distribution in the United States of America in a manner that does not comply with the requirements of Regulation S.
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No U.S. Person. The Company is not a “U.S. Person” (as defined in Rule 902 of Regulation S of the Securities Act) and it understands that no action has been or will be taken in any jurisdiction by the Sellers that would permit a public offering of the Closing Shares in any country or jurisdiction where action for that purpose is required.
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No U.S. Person. The Buyer is not a “U.S. person” as defined in Rule 902 of Regulation S. The Buyer is not acquiring the PIPE Shares for the account or benefit of any U.S. person as defined in Rule 902 of Regulation S or with a view to distribution. The Buyer was not formed for the purpose of acquiring the PIPE Shares. No subscription, application or agreement in connection with the PIPE Shares was executed or delivered by the Buyer in the United States.
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No U.S. Person. The Buyer is not a “U.S. person” as defined in Rule 902 of Regulation S. The Buyer is not acquiring the PIPE Shares or the Additional Shares for the account or benefit of any U.S. person as defined in Rule 902 of Regulation S or with a view to distribution. The Buyer was not formed for the purpose of acquiring the PIPE Shares or the Additional Shares. No subscription, application or agreement in connection with the PIPE Shares or the Additional Shares was executed or delivered by the Buyer in the United States.” (d) Section 4.06 of the Share Purchase Agreement shall hereby be amended and restated in its entirety as follows:
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Related to No U.S. Person

  • Non-U.S. Person Any person other than a “United States person” within the meaning of Section 7701(a)(30) of the Code.

  • No Foreign Person Borrower is not a "foreign person" within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended and the related Treasury Department regulations, including temporary regulations.

  • Not a Foreign Person Borrower is not a “foreign person” within the meaning of §1445(f)(3) of the Code.

  • No Personal Solicitation From and after each related Closing Date, the Servicer hereby agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors or independent mortgage brokerage companies on the Servicer's behalf, to personally, by telephone or mail, solicit the Mortgagor under any Mortgage Loan for the purpose of refinancing such Mortgage Loan; provided, that the Servicer may solicit any Mortgagor for whom the Servicer has received a request for verification of mortgage, a request for demand for payoff, a mortgagor initiated written or verbal communication indicating a desire to prepay the related Mortgage Loan, or the mortgagor initiates a title search, provided further, it is understood and agreed that promotions undertaken by the Servicer or any of its affiliates which (i) concern optional insurance products or other additional projects or (ii) are directed to the general public at large, including, without limitation, mass mailings based on commercially acquired mailing lists, newspaper, radio and television advertisements shall not constitute solicitation under this Section 10.09 nor is the Servicer prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor. Notwithstanding the foregoing, the following solicitations, if undertaken by the Servicer or any affiliate of the Servicer, shall not be prohibited under this Section 10.09: (i) solicitations that are directed to the general public at large, including, without limitation, mass mailings based on commercially acquired mailing lists and newspaper, radio, television and other mass media advertisements; (ii) borrower messages included on, and statement inserts provided with, the monthly statements sent to Mortgagors; provided, however, that similar messages and inserts are sent to the borrowers of other mortgage loans serviced by the Servicer.

  • Not Foreign Person Borrower is not a “foreign person” within the meaning of §1445(f)(3) of the Code.