Non-U.S. Person Status. The Subscriber, if a non-U.S. Person, agrees that it is acquiring the Notes in an offshore transaction pursuant to Regulation S and hereby represents to the Company as follows:
(i) The Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(ii) The Subscriber has not acquired the Notes as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of the Notes which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the Notes; provided, however, that the Subscriber may sell or otherwise dispose of the Notes pursuant to registration of the Notes under the Securities Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein;
(iii) The Subscriber understands and agrees that offers and sales of any of the Notes prior to the expiration of a period of one year after the date of transfer of the Notes under this Subscription Agreement (the “Distribution Compliance Period”), shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the Securities Act or an exemption therefrom, and in each case only in accordance with all applicable securities laws;
(iv) The Subscriber understands and agrees not to engage in any hedging transactions involving the Notes prior to the end of the Distribution Compliance Period unless such transactions are in compliance with the Securities Act; and
(v) The Subscriber 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 Notes or any use of this Subscription Agreement, including: (a) the legal requirements within its jurisdiction for the purchase of the Notes; (b) any foreign exchange restrictions applicable to such purchase; (c) any governmental or other consents that may need to be obtained; and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Notes....
Non-U.S. Person Status. Each Investor represents and warrants to Seller as follows: (i) Investor is not a U.S. person as that term is defined under Regulation S; (ii) at the time the purchase was originated, Investor was outside the United States and is outside of the United States as of the date of the execution and delivery of this Agreement; (iii) Investor is purchasing the Shares for its own account and not on behalf of any U.S. person, and the sale has not been pre-arranged with a purchaser in the United States.
Non-U.S. Person Status. Please initial next to the below paragraph certifying the accuracy of such representations: ________ The Entity is organized and has a principal place of business outside of the United States and is not a “U.S. person” as such term is defined under Regulation S as promulgated by the SEC under authority of the 0000 Xxx. The Entity was not solicited for an investment in the Offering by the Company or any person or entity acting on its behalf within the United States and has not entered into the Subscription Agreement inside the United States. To enable the Company to avoid withholding interest paid, the Entity certifies under penalty of perjury that it is neither a citizen nor a resident of the United States and that its address set forth above is correct. At the time the buy order for the Securities was originated, Subscriber was outside the United States. Subscriber is purchasing the Securities for its own account and not on behalf of any U.S. person, and the sale has not been pre-arranged with a purchaser in the United States. The Entity further agrees to comply with Regulation S of the 1933 Act.
Non-U.S. Person Status. I am not a “U.S. Person,” within the meaning of Rule 902(a)(k) under the Securities Act of 1933 (“Securities Act”) (please see section IV.c.3 of this Purchase Agreement for the definition of a U.S. Person).
Non-U.S. Person Status. The undersigned hereby certifies that he, she or it is not a U.S. Person and is not acquiring the securities for the account or benefit of any U.S. Person. No offer to enter into this Subscription Agreement or purchase of any securities of the Company has been made by the Company to the undersigned at any time while the undersigned was in the United States, and at the time the order for the Units was originated the undersigned was not located within the United States.
Non-U.S. Person Status. The Crestview Investor represents and warrants that it is not a Non-U.S. Person. The Macquarie Investor represents and warrants that it is a Non-U.S. Person.
Non-U.S. Person Status. Such Investor, if not a U.S. Person, certifies that (i) it is not a “U.S. Person” as that term is defined in Rule 902(k) of Regulation S, and (ii) it is not acquiring the Securities for the account or benefit of any U.S. person. Each such Investor agrees to resell such securities only in accordance with the provisions of Regulation S (§§ 230.901 through 230.905, and Preliminary Notes), pursuant to registration under the Securities Act, or pursuant to an available exemption from registration; and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Securities Act.
Non-U.S. Person Status. Selling Security Holder certifies that (a) they are not a U.S. Person as defined in Regulation S promulgated by the United States Securities and Exchange Commission under the Securities Act, and (b) they are not acquiring the BioTime Shares, Warrants or Warrant Shares for the account or benefit of any U.S. Person.
Non-U.S. Person Status. The Investor is organized in The Bahamas and the Investor is not a U.S. Person within the meaning of the U.S. Securities Act and is subscribing for the Draw Shares pursuant to, and subject to the terms and conditions of, this Agreement in offshore transactions within the meaning of Regulation S under the U.S. Securities Act.
Non-U.S. Person Status. The Investor: (i) is domiciled and has its principal place of business outside the United States; (ii) is not a U.S. Person and is not acquiring the First or Second Tranche Units or the Warrant Shares for the account or benefit of any U.S. Person; and (iii) at the time of the purchase of the Securities, the Investor or persons acting on his, her or its behalf in connection therewith will be located outside the United States.
