Common use of Non-U.S. Investor Clause in Contracts

Non-U.S. Investor. If Investor is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)), Investor 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 Assigned Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition of the Assigned Securities, (ii) any foreign exchange restrictions applicable to such acquisition, (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 acquisition, holding, redemption, sale, or transfer of the Assigned Securities. Investor’s subscription and payment for and continued beneficial ownership of the Assigned Securities will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 61 contracts

Samples: Non Redemption Agreement and Assignment of Economic Interest (BlueRiver Acquisition Corp.), Non Redemption Agreement and Assignment of Economic Interest (BlueRiver Acquisition Corp.), Non Redemption Agreement and Assignment of Economic Interest (Cactus Acquisition Corp. 1 LTD)

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Non-U.S. Investor. If the Investor is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)), the Investor 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 Assigned Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition of the Assigned Securities, (ii) any foreign exchange restrictions applicable to such acquisition, (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 acquisition, holding, redemption, sale, or transfer of the Assigned Securities. The Investor’s subscription and payment for and continued beneficial ownership of the Assigned Securities will not violate any applicable securities or other laws of the Investor’s jurisdiction.

Appears in 9 contracts

Samples: Non Redemption Agreement and Assignment of Economic Interest (Hennessy Capital Investment Corp. VI), Non Redemption Agreement (Compass Digital Acquisition Corp.), Non Redemption Agreement and Assignment of Economic Interest (EVe Mobility Acquisition Corp)

Non-U.S. Investor. If Investor is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)thereunder), Investor 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 Assigned Securities Promote Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition of the Assigned SecuritiesPromote Shares, (ii) any foreign exchange restrictions applicable to such acquisition, (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 acquisition, holding, redemption, sale, or transfer of the Assigned SecuritiesPromote Shares. Investor’s subscription and payment for for, and continued beneficial ownership of of, the Assigned Securities Promote Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 7 contracts

Samples: Non Redemption Agreement (Perception Capital Corp. III), Non Redemption Agreement (Concord Acquisition Corp II), Non Redemption Agreement (FTAC Emerald Acquisition Corp.)

Non-U.S. Investor. If Investor is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)), Investor 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 Assigned Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition of the Assigned Securities, (ii) any foreign exchange restrictions applicable to such acquisition, (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 acquisition, holding, redemption, sale, sale or transfer of the Assigned Securities. Investor’s subscription and payment for and continued beneficial ownership of the Assigned Securities will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 5 contracts

Samples: Agreement on Use of Pegasus Class B Shares and Stock Exchange Listing (Pegasus Digital Mobility Acquisition Corp.), Non Redemption Agreement and Assignment of Economic Interest (EVe Mobility Acquisition Corp), Non Redemption Agreement and Assignment of Economic Interest (LAMF Global Ventures Corp. I)

Non-U.S. Investor. If Investor is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)thereunder), Investor hereby represents that it has satisfied itself as to the its full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Assigned Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition of the Assigned SecuritiesSecurities applicable to it, (ii) any foreign exchange restrictions applicable to such acquisition, (iii) any governmental or other consents that may need to be obtainedobtained by it, and (iv) the income tax and other tax consequencesconsequences to it, if any, that may be relevant to the acquisition, holding, redemption, sale, or transfer of the Assigned Securities. Investor’s subscription and payment for and continued beneficial ownership of the Assigned Securities will not violate any applicable securities or other laws of Investor’s jurisdictionjurisdiction applicable to it.

Appears in 5 contracts

Samples: Non Redemption Agreement and Assignment of Economic Interest (Crown PropTech Acquisitions), Non Redemption Agreement and Assignment of Economic Interest (Swiftmerge Acquisition Corp.), Non Redemption Agreement and Assignment of Economic Interest (Swiftmerge Acquisition Corp.)

Non-U.S. Investor. If Investor is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)), Investor 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 Assigned Promised Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition of the Assigned Promised Securities, (ii) any foreign exchange restrictions applicable to such acquisition, (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 acquisition, holding, redemption, sale, or transfer of the Assigned Promised Securities. Investor’s subscription and payment for and continued beneficial ownership of the Assigned Promised Securities will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 5 contracts

Samples: Non Redemption Agreement (ScanTech AI Systems Inc.), Non Redemption Agreement (Welsbach Technology Metals Acquisition Corp.), Non Redemption Agreement (Mars Acquisition Corp.)

Non-U.S. Investor. If Investor is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)), Investor hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction of organization in connection with any invitation to subscribe for the Assigned Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition of the Assigned Securities, (ii) any foreign exchange restrictions applicable to such acquisition, (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 acquisition, holding, redemption, sale, or transfer of the Assigned Securities. Investor’s subscription and payment for and continued beneficial ownership of the Assigned Securities will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 2 contracts

Samples: Non Redemption Agreement and Assignment of Economic Interest (Bleuacacia LTD), Non Redemption Agreement and Assignment of Economic Interest (Bleuacacia LTD)

Non-U.S. Investor. If Investor is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)thereunder), Investor hereby represents that it has satisfied itself as to the its full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Assigned Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition of the Assigned SecuritiesSecurities applicable to it, (ii) any foreign exchange restrictions applicable to such acquisition, (iii) any governmental or other consents that may need to be obtainedobtained by it, and (iv) the income tax and other tax consequencesconsequences to it, if any, that may be relevant to the acquisition, holding, redemption, sale, or transfer of the Assigned Securities. Investor’s subscription and payment for and continued beneficial ownership of the Assigned Securities will not violate any applicable securities or other laws of Investor’s jurisdiction's jurisdiction applicable to it.

Appears in 2 contracts

Samples: Non Redemption Agreement and Assignment of Economic Interest (Western Acquisition Ventures Corp.), Non Redemption Agreement and Assignment of Economic Interest (Western Acquisition Ventures Corp.)

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Non-U.S. Investor. If Investor is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)), Investor 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 Assigned Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition of the Assigned Securities, (ii) any foreign exchange restrictions applicable to such acquisition, (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 acquisition, holding, redemption, sale, or transfer of the Assigned Securities. Investor’s subscription and payment for and continued beneficial ownership of the Assigned Securities will not violate any applicable securities or other laws of Investor’s 's jurisdiction.

Appears in 1 contract

Samples: Non Redemption Agreement and Assignment of Economic Interest (Ciig Management Iii LLC)

Non-U.S. Investor. If Investor is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)thereunder), Investor 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 Assigned Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition of the Assigned Securities, (ii) any foreign exchange restrictions applicable to such acquisition, (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 acquisition, holding, redemption, sale, or transfer of the Assigned Securities. Investor’s subscription and payment for and continued beneficial ownership of the Assigned Securities will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 1 contract

Samples: Non Redemption Agreement and Assignment of Economic Interest (Spring Valley Acquisition Corp. II)

Non-U.S. Investor. If Investor is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)), Investor 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 Assigned Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition of the Assigned Securities, (ii) any foreign exchange restrictions applicable to such acquisition, (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 acquisition, holding, redemption, sale, or transfer of the Assigned Securities. Investor’s subscription and payment for for, and continued beneficial ownership of of, the Assigned Securities will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 1 contract

Samples: Non Redemption Agreement (Black Mountain Acquisition Corp.)

Non-U.S. Investor. If Investor is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively, the “Code”)), Investor 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 Assigned Issued Securities or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition of the Assigned Issued Securities, (ii) any foreign exchange restrictions applicable to such acquisition, (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 acquisition, holding, redemption, sale, or transfer of the Assigned Issued Securities. Investor’s subscription and payment for and continued beneficial ownership of the Assigned Issued Securities will not violate any applicable securities or other laws of Investor’s jurisdiction.

Appears in 1 contract

Samples: Non Redemption Agreement (Pearl Holdings Acquisition Corp)

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