Residency; Foreign Securities Laws Clause Samples
The "Residency; Foreign Securities Laws" clause defines the requirements and obligations related to the parties' residency status and compliance with applicable foreign securities regulations. It typically requires parties to confirm their legal residency and to acknowledge that they are responsible for adhering to securities laws in their home jurisdictions, especially when transactions involve cross-border elements or non-domestic investors. This clause helps ensure that all parties are aware of and comply with relevant legal restrictions, thereby reducing the risk of inadvertent violations and facilitating lawful participation in securities offerings.
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Residency; Foreign Securities Laws. Unless such Investor resides, in the case of individuals, or is headquartered or formed, in the case of entities, in the U.S., such Investor acknowledges that the Company will not issue any Securities in compliance with the laws of any jurisdiction outside of the U.S. and the Company makes no representation or warranty that any Securities issued outside of the U.S. have been offered or sold in compliance with the laws of the jurisdiction into which such Securities were issued. Any Investor not a resident of or formed in the U.S. warrants to the Company that no filing is required by the Company with any governmental authority in such Investor’s jurisdiction in connection with the transactions contemplated hereby. If such Investor is domiciled or was formed outside of the U.S., such Investor has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the acquisition of the Securities or any use of this Agreement, 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 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 Securities. If such Investor is domiciled or was formed outside the U.S., such Investor’s acquisition of and payment for, and its continued ownership of the Securities, will not violate any applicable securities or other laws of his, her or its jurisdiction.
Residency; Foreign Securities Laws. Unless the Purchaser resides, in the case of individuals, or is headquartered or formed, in the case of entities, in the United States, the Purchaser acknowledges that the Company will not issue any Units in compliance with the laws of any jurisdiction outside of the United States and the Company makes no representation or warranty that any Units issued outside of the United States have been offered or sold in compliance with the laws of the jurisdiction into which such Units were issued. If the Purchaser is not a resident of or formed in the United States, the Purchaser warrants to the Company that (a) no filing is required by the Company with any governmental authority in the Purchaser’s jurisdiction in connection with the transactions contemplated hereby, (b) the Purchaser has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the acquisition of 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, and (c) the Purchaser’s acquisition of and payment for, and its continued ownership of the Units, will not violate any applicable securities or other laws of his, her or its jurisdiction.
Residency; Foreign Securities Laws. The undersigned acknowledges that the Company makes no representation or warranty that any Securities issued outside of the U.S. have been offered or sold in compliance with the laws of the jurisdiction into which such Securities were issued. The undersigned warrants to the Company that no filing is required by the Company with any governmental authority in the undersigned's jurisdiction in connection with the transactions contemplated hereby. The undersigned has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the acquisition of the Securities or any use of this Subscription Agreement, 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 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 Securities. The undersigned's acquisition of and payment for, and its continued ownership of the Securities, will not violate any applicable securities or other laws of his, her or its jurisdiction.
Residency; Foreign Securities Laws. Unless such Purchaser resides, in the case of individuals, or is headquartered or formed, in the case of entities, in the United States, such Purchaser acknowledges that the Company will not issue any Securities or the PSC Interests in compliance with the laws of any jurisdiction outside of the United States and the Company makes no representation or warranty that any Securities or PSC Interests issued outside of the United States have been offered or sold in compliance with the laws of the jurisdiction into which such Securities or PSC Interests were issued. Any Purchaser not a resident of or formed in the United States warrants to the Company that no filing is required by the Company with any governmental authority in such Purchaser’s jurisdiction in connection with the transactions contemplated hereby. If such Purchaser is domiciled or was formed outside of the U.S., such Purchaser has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the acquisition of the Securities, the PSC Interests or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Securities or the PSC Interests, (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 Securities or the PSC Interests. If such Purchaser is domiciled or was formed outside the U.S., such Purchaser’s acquisition of and payment for, and its continued ownership of the Securities or the PSC Interests, will not violate any applicable securities or other laws of his, her or its jurisdiction.