Purchaser is Not a US Person. Each Purchaser represents and warrants that: (A) such Purchaser is not a US person as defined in Rule 902 of Regulation S under the Securities Act (each, “US person”); (B) all offers to acquire the Shares were made to the Purchaser while the Purchaser was outside the United States; (C) the Purchaser’s request to acquire the Shares originated while the Purchaser was outside of the United States, (D) neither the Shares nor any interest therein will be transferred within the United States, its territories or possessions or to any US person and (E) the Shares have not been acquired for the benefit of any US person.
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Samples: Securities Purchase Agreement (CX Network Group, Inc.), Securities Purchase Agreement (Su Huibin), Securities Purchase Agreement (mLight Tech, Inc.)
Purchaser is Not a US Person. Each Purchaser represents and warrants that: (A) such Purchaser is not a US U.S. person as defined in Rule 902 of Regulation S under the Securities Act (each, “US U.S. person”); (B) all offers to acquire the Shares were made to the Purchaser while the Purchaser was outside the United States; (C) the Purchaser’s request to acquire the Shares originated while the Purchaser was outside of the United States, (D) neither the Shares nor any interest therein will be transferred within the United States, its territories or possessions or to any US U.S. person and (E) the Shares have not been acquired for the benefit of any US U.S. person.
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