Non-U.S. Persons Sample Clauses

Non-U.S. Persons. Subscriber further represents and warrants to the Company that: (a) it is acquiring the Units in an offshore transaction pursuant to Regulation S and the Subscriber was outside the United States when receiving and executing this Agreement; (b) the Subscriber has not acquired the Units 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 Units 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 Units; provided, however, that the Subscriber may sell or otherwise dispose of the Units pursuant to registration of the Units 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; (c) the Subscriber understands and agrees that offers and sales of any of the Units prior to the expiration of a period of one year after the date of transfer of the Units under this 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; (d) the Subscriber understands and agrees not to engage in any hedging transactions involving the Units prior to the end of the Distribution Compliance Period unless such transactions are in compliance with the Securities Act; and (e) 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 Units or any use of this Agreement, including: (i) the legal requirements within its jurisdiction for the purchase of the Units; (ii) any foreign exchange restrictions applicable to such purchase; (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 purchase, holding, redemption, sale or transfer of the Units. The Subscriber's subscription and payment for, and its continued ben...

Non-U.S. Persons. If such Purchaser is not a United States Person, it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to purchase the Securities or any use of this Agreement or any Transaction Document, including (i) the legal requirements within its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any necessary permits or consents of any governmental authority or similar regulating body and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Securities. Such Purchaser’s payment for, and continued beneficial ownership of the Securities, will not violate any applicable securities or other Laws of the Purchaser’s jurisdiction. The Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transaction contemplated hereby.

Non-U.S. Persons. This subsection is applicable if I am not a U.S. Person. I certify that I fully understand all the information on any Form W-8BEN that I have submitted or will submit to Robinhood. Under penalties of perjury, I declare that (i) I have examined all the information (including all the information in the English language) on any Form W-8BEN that I have submitted or will submit to Robinhood and (ii) to the best of My knowledge and belief all such information is true, correct, and complete. I authorize Robinhood to provide any such Form W-8BEN to Robinhood Securities or any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner. I agree that I will submit a new Form W-8BEN to Robinhood within 30 calendar days if any certification made on any previously submitted Form W-8BEN becomes incorrect. I understand that the IRS does not require My consent to any provisions of such Form W-8BEN other than the certifications required to establish My status as a non-U.S. Person and, if applicable, obtain a reduced rate of withholding.

Non-U.S. Persons. The Subscriber is not a United States Person and hereby represents, warrants and covenants as follows: i. The Subscriber acknowledges and warrants that (a) the issuance and sale to the Subscriber of the Tokens is intended to be exempt from the registration requirements of the Securities Act, pursuant to the provisions of Regulation S; (b) it is not a United States Person and is not acquiring the Tokens for the account or benefit of any United States Person; and (c) the offer and sale of the Tokens has not taken place, and is not taking place, within the United States of America or its territories or possessions. The Subscriber acknowledges that the offer and sale of the Tokens has taken place, and is taking place in an “offshore transaction,” as such term is defined in Regulation S. ii. The Subscriber acknowledges and agrees that, pursuant to the provisions of Regulation S, the Tokens cannot be sold, assigned, transferred, conveyed, pledged or otherwise disposed of to any United States Person or within the United States of America or its territories or possessions for a period of 12 months after the issuance of the Tokens to Subscriber, unless such Tokens are registered for sale in the United States pursuant to an effective registration statement under the Securities Act or another exemption from such registration is available. The Subscriber acknowledges that it has not engaged in any hedging transactions with regard to the Tokens. iii. The Subscriber consents to the placement of a legend on any certificate, note or other instrument (if any) evidencing the Tokens and understands that the Company will be required to refuse to register any transfer of Tokens not made in accordance with applicable U.S. securities laws. iv. The Subscriber is not a “distributor” of securities, as that term is defined in Regulation S, nor a dealer in securities. The Subscriber is purchasing the Tokens as principal for its own account, for investment purposes only and not with an intent or view towards further sale or distribution (as such term is used in Securities Act §2(11)) thereof, and has not pre-arranged any sale with any other purchaser and has no plans to enter into any such agreement or arrangement. v. The Subscriber it not an Affiliate of the Company nor is any Affiliate of the Subscriber an Affiliate of the Company. An “Affiliate” is an individual or corporation, partnership, trust, incorporate or unincorporated association, joint venture, limited liability company, ...

Non-U.S. Persons. The certificate representing the Crown USA Shares issued on Closing to the Vendor will be endorsed with a restrictive legend substantially in the same form set out below pursuant to the provisions of the Securities Act in order to reflect the fact that the Crown USA Shares are restricted securities and will be issued to the Vendor pursuant to a safe harbor from the registration requirements of the Securities Act: THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. The Vendor is a non-U.S. Person and hereby agrees to complete and execute a Certificate of Non-U.S. Selling Shareholder in substantially the form set out in Schedule 2.3 attached hereto. The Vendor agrees that the representations set out in the said certificate, as executed by the Vendor will be true and correct as of the Closing Date.

Non-U.S. Persons. If Purchaser is not a United States person, such Purchaser hereby represents that it is satisfied as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or the Warrant or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares and the Warrant, (ii) any foreign exchange restrictions applicable to such purchase, (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 purchase, holding, sale or transfer of the Shares or the Warrant. Such Purchaser further represents that its subscription and payment for, and continued beneficial ownership of, the Shares and the Warrant will not violate any applicable securities or other laws of Purchaser’s jurisdiction.

Non-U.S. Persons. If the Purchaser is a Non-U.S. Person (as defined below), the Purchaser hereby represents and warrants to the Company as follows: (a) This Agreement is made by the Company in reliance upon the Non-U.S. Person’s representations and warranties made in this Section 6.14. (b) The Non-U.S. Person has been advised and acknowledges that: (i) the Shares have not been, and when issued, will not be, registered under the Act, the securities laws of any state of the United States or the securities laws of any other country; (ii) in issuing and selling the Shares to the Non-U.S. Person pursuant to this Agreement, the Company is relying upon the “safe harbor” provided by Regulation S and/or on Section 4(2) under the Act; (iii) it is a condition to the availability of the Regulation S “safe harbor” that the Shares not be offered or sold in the United States or to a U.S. Person until the expiration of a period of one (1) year following the Closing (the “Restricted Period”); and (iv) notwithstanding the foregoing, prior to the expiration of Restricted Period, the Shares may be offered and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either: (A) if the offer or sale is within the United States or to or for the account of a U.S. Person, the securities are offered and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Act or pursuant to an exemption from the registration requirements of the Act; or (B) the offer and sale is outside the United States and to other than a U.S. Person. (c) As used herein, the term “United States” means and includes the United States of America, its territories and possessions, any State of the United States, and the District of Columbia, and the term “U.S. Person” (as defined in Regulation S) means:

Non-U.S. Persons. The Company acknowledges that sharing technical data subject to U.S. export laws and regulations with non-U.S. persons is an export to that person’s country of citizenship that is subject to U.S. export laws and regulations, even if the transfer occurs in the United States. The Company shall obtain any necessary U.S. government license or other authorization required under the U.S. export control laws and regulations for the export or re-export of any commodity, service or technical data covered by this Agreement, including technical data acquired from Columbia under this Agreement and products created because of that data.

Non-U.S. Persons. If you are not a U.S. resident (i.e. not a “U.S. Person” as defined below), complete this Part E. If you are a U.S. Person, please skip to Part F. The undersigned is requested to initial each paragraph below that applies to the Purchaser. By initialing each respective paragraph below, the Purchaser hereby indicates Purchaser’s agreement to be bound by each such covenant appearing below, and hereby states that the following representations and acknowledgements are true and correct as indicated below: _____ The undersigned is over the age of 18, and is qualified to make the representations in this document. _____ Purchaser is a legal resident of the jurisdiction indicated as the country of “principal residence” as indicated in Part A above in this Statement, over the past 90 days. _____ Purchaser’s place of residence is outside of the United States. _____ Purchaser is investing in Shares of the Company solely for Subscriber’s own account, and not on behalf of or for the account of any other person. _____ Purchaser will not acquire the Shares for the account or benefit of any U.S. Person (as defined below). _____ At the time of subscription and purchase of the Shares, Purchaser will be located outside the United States. _____ Purchaser is not currently, and when Purchaser acquires the Shares, Purchaser will not be, any of the following (a “U.S. Person”): Statement of Investor Status (Exhibit A) COINFIDENTIAL - a natural person residing in the United States; - a partnership or corporation organized or incorporated under the laws of the United States; - an estate of which any executor or administrator is a U.S. Person; - a trust of which any trustee is a U.S. Person; - an agency or branch of a foreign entity located in the United States; - a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. Person; - a discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; or - a partnership or corporation organized or incorporated under the laws of any foreign jurisdiction, that has been is formed by a U.S. Person. _____ Purchaser has been advised, and acknowledges that: - the Shares have not been registered under the U.S. Securities Act of 1933 (“Act”), the securities laws of any state of the United States or the securities laws of any other countr...

Non-U.S. Persons. Solely with respect to the Majority Owner, Summa Equity AB, indirectly through intermediary funds and coinvestment entities, is the sole shareholder of the Majority Owner. None of Summa Equity AB, the Majority Holder or any member of their respective boards of directors is a U.S. Person. The Majority Owner is the holder of record of all of the Existing Shares set forth opposite the Majority Owner’s name on Schedule A, and none of such Existing Shares are held by a nominee for the Majority Owner.