Non-US Resident Sample Clauses

Non-US Resident. The Investor represents that (A) it is domiciled and has its principal place of business outside the U.S., (B) it is not a “U.S. person” as defined under Rule 902 of Regulation S and is not acquiring the Securities for the account or benefit of any U.S. person, (C) at the time of offering to the Investor and communication of the Investor’s decision to purchase the Shares and the Convertible Note and at the time of the Investor’s execution of this Agreement, the Investor was located outside the U.S., and (D) at the time of the Closing the Investor, or persons acting on the Investor’s behalf in connection therewith, will be located outside the U.S. The Investor has been advised and acknowledges that: (A) the Shares and the Convertible Note issued pursuant to this Agreement have not been, and when issued, will not be registered under the Securities Act or the securities laws of any state of the U.S., and (B) in issuing and selling the Shares or the Convertible Note to the Investor pursuant hereto, the Issuer is relying upon the exemption from registration provided by Regulation S of the Securities Act. The Investor is not a “distributor” (as defined in Regulation S) or a “dealer” (as defined in the 1933 Act).
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Non-US Resident. Such Investor is not resident in the United States and is acquiring the Shares in an offshore transaction under Rule 903 of the Securities Act. Such Investor has such knowledge and experience in financial and business matters that such Investor is capable of evaluating the merits and risks of an investment in the Acquisition Vehicle, and that such Investor is able to bear the economic risks of an investment in the Shares and can afford a complete loss of such investment.
Non-US Resident. Chief Executive Manager of Itnia Co. is not a “U.S. Person” as defined by Regulation S of the Act and is not acquiring the Shares for the account or benefit of a U.S. Person. A “U. S. Person” is defined by Regulation S of the Act to be any person who is:
Non-US Resident. If You are not a U.S resident and using the game outside of the united states, You may have the benefits of certain rights or remedies under certain laws of your residence. In addition, certain laws of your residence may not allow the exclusion or limitation on liability or limit available remedies in certain circumstances.

Related to Non-US Resident

  • Not a U.S. Real Property Holding Corporation The Acquiror Company is not and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

  • Equity Ownership; Subsidiaries All issued and outstanding Capital Securities of each Loan Party are duly authorized and validly issued, fully paid, non-assessable, and (except with respect to the Company) free and clear of all Liens, and such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. Schedule 9.8 sets forth the authorized Capital Securities of each Loan Party as of the Closing Date. All of the issued and outstanding Capital Securities of each Wholly-Owned Subsidiary is, directly or indirectly, owned by the Company and is set forth on Schedule 9.8. Except for certain Dormant Entities, the Company has no Subsidiaries that are not Wholly-Owned Subsidiaries. As of the Closing Date, except as set forth on Schedule 9.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the purchase or acquisition of any Capital Securities of any Loan Party.

  • Status as Business Development Company The Borrower is an “investment company” that has elected to be regulated as a “business development company” within the meaning of the Investment Company Act and qualifies as a RIC.

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Restrictions on Sales of Control of the Company No Stockholder shall be a party to any Stock Sale unless all holders of Preferred Stock are allowed to participate in such transaction and the consideration received pursuant to such transaction is allocated among the parties thereto in the manner specified in the Company’s Certificate of Incorporation in effect immediately prior to the Stock Sale (as if such transaction were a Deemed Liquidation Event), unless the holders of at least a majority of the Series A Preferred Stock elect otherwise by written notice given to the Company at least ten (10) days prior to the effective date of any such transaction or series of related transactions.

  • Investment Management and Related Activities Except as set forth on Schedule 3.25 of the Company Disclosure Schedule, none of the Company, any of its Subsidiaries or the Company’s or its Subsidiaries’ directors, officers or employees is required to be registered, licensed or authorized under the laws or regulations issued by any Governmental Authority as an investment adviser, a broker or dealer, an insurance agency or company, a commodity trading adviser, a commodity pool operator, a futures commission merchant, an introducing broker, a registered representative or associated person, investment adviser, representative or solicitor, a counseling officer, an insurance agent, a sales person or in any similar capacity with a Governmental Authority.

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