Not a U.S. Person. It is not a “U.S. person” as defined in Rule 902 of Regulation S; it is not organized or incorporated under the laws of any United States jurisdiction; and it was not formed for the purpose of investing in securities not registered under the Securities Act. It is purchasing the Subscription Shares for its own account. The Subscriber’s principal place of business is located outside of the United States, and at the time of entering into this Agreement and at the Completion Date, the Subscriber was located outside the United States.
Not a U.S. Person. The Purchaser is not a “U.S. person” as defined in Rule 902 of Regulation S.
Not a U.S. Person. Purchaser (i) is domiciled and has its principal place of business outside the United States; (ii) certifies it is not acquiring the Securities for the account or benefit of any U.S. Person; and (iii) certifies that at the time of the Closing, Purchaser will be located outside the United States. Furthermore, the Purchaser certifies that the Purchaser is not any of the following (a “U.S. Person”):
Not a U.S. Person. The Subscriber, and any Beneficial Purchaser on whose behalf the Subscriber is acting, is not a “U.S. Person” as defined in Regulation S under the United States Securities Act of 1933, as amended (the “1933 Act”), the definition of which includes: an individual resident in the United States; an estate or trust of which any executor, administrator or trustee is a U.S. Person; and any partnership or corporation organized or incorporated under the laws of the United States, and:
Not a U.S. Person. The Purchaser is not a “U.S. person” or “a person in the United States” within the meaning of Regulation S promulgated under the Securities Act.
Not a U.S. Person. Buyer is not a U.S. person.
Not a U.S. Person. The Owner is not a U.S. Person, as that term is defined in Regulation S, promulgated under the United States Securities Act of 1933, as amended (the "1933 Act"). The Owner acknowledges that a "U.S. Person" is defined by Regulation S to be any person who is:
Not a U.S. Person. The Purchaser is neither a “United States person” (as that term is defined in Rule 902 of Regulation S promulgated under the United States Securities Act of 1933) nor purchasing the Purchased Shares for the account of a United States person or for resale to a United States person or to a Person in the United States.
Not a U.S. Person. The Creditor is a “non-US person” as defined in Regulation S. The Creditor further makes the representations and warranties to the Company set forth on Exhibit A. Such Creditor is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and such Creditor is not a broker-dealer, nor an affiliate of a broker-dealer.
Not a U.S. Person. (i) The Adira Shareholder is not a “U.S. Person” as defined by Regulation S of the Securities Act, as set forth below, and is not acquiring the Adira 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 (a) any natural person resident in the United States; (b) any partnership or corporation organized or incorporated under the laws of the United States; (c) any estate of which any executor or administrator is a U.S. person; (d) any trust of which any trustee is a U.S. person; (e) any agency or branch of a foreign entity located in the United States; (f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and (g) any partnership or corporation if (i) organized or incorporated under the laws of any foreign jurisdiction; and (ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited Subscribers as defined in Section 230.501(a) of the Act who are not natural persons, estates or trusts.
