Common use of Not U Clause in Contracts

Not U. S. person. The Purchaser is not a “U.S. person” (as such term is defined in Regulation S) and is not purchasing the Purchase Shares for the account or benefit of a “U.S. person;” the Purchaser shall have received confirmation from each of the employees who elects to participate in the Employee Subscription Mechanism that such employee is not a “U.S. person” and is not subscribing for the Purchase Shares or interest thereof for the account or benefit to a “U.S. person;” the Purchaser is purchasing the Purchase Shares in an “offshore transaction” (as such term is defined in Regulation S).