Non-U.S. Person St Sample Clauses

Non-U.S. Person St. The Stockholder is organized or incorporated in a jurisdiction other than a jurisdiction that is part of the United States and (b) was not formed by a “U.S. person” principally for the purpose of investing in securities that are not registered under the Securities Act. For purposes of Sections 5.9, 5.10 and 5.11, “U.S. person” has the meaning given to that term in Regulation S adopted by the Securities and Exchange Commission under the Securities Act.
Sample 1
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Related to Non-U.S. Person St

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

  • U.S. Person Any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

  • Transfers to Non-QIB Institutional Accredited Investors The following provisions shall apply with respect to the registration of any proposed transfer of a Note to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons):

  • Accredited Investor Status or Investment Limits Subscriber represents that either:

  • Accredited Investors The Optionee is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

  • Transfers to Non-U.S. Persons The following provisions shall apply with respect to any transfer of a Restricted Security to a Non-U.S. Person under Regulation S:

  • Accredited Investor Status The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

  • Initial Purchasers as Qualified Institutional Buyers Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that:

  • Exception for Certain Family Transfers Anything to the contrary contained in this Section notwithstanding, the transfer of any or all of the Shares during the Optionee’s lifetime or on the Optionee’s death by will or intestacy to the Optionee’s immediate family or a trust for the benefit of the Optionee’s immediate family shall be exempt from the provisions of this Section. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section, and there shall be no further transfer of such Shares except in accordance with the terms of this Section.

  • Institutional Accredited Investor It is and will be on the Closing Date (i) an institutional “accredited investor” as such term is defined in Rule 501(a) of Regulation D and as contemplated by subsections (1), (2), (3) and (7) of Rule 501(a) of Regulation D, and has no less than $5,000,000 in total assets, or (ii) a QIB.

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