Common use of Residency; Foreign Securities Laws Clause in Contracts

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 such Investor Purchaser resides, in the case of individuals, or is headquartered or formed, in the case of entities, in the U.S.United States, such Investor Purchaser acknowledges that the Company will not issue any Securities in compliance with the laws of any jurisdiction outside of the U.S. United States and the Company makes no representation or warranty that any Securities issued outside of the U.S. United States have been offered or sold in compliance with the laws of the jurisdiction into which such Securities Shares were issued. Any Investor Purchaser not a resident of or formed in the U.S. United States warrants to the Company that no filing is required by the Company with any governmental authority in such InvestorPurchaser’s jurisdiction in connection with the transactions contemplated hereby. If such Investor Purchaser is domiciled or was formed outside of the U.S.United States, such Investor Purchaser 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 Purchaser is domiciled or was formed outside the U.S.United States, such InvestorPurchaser’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 Investor Purchaser resides, in the case of individuals, or is headquartered or formed, in the case of entities, in the U.S.United States, such Investor Purchaser acknowledges that the Company will not issue any Securities in compliance with the laws of any jurisdiction outside of the U.S. United States and the Company makes no representation or warranty that any Securities issued outside of the U.S. United States have been offered or sold in compliance with the laws of the jurisdiction into which such Securities Shares were issued. Any Investor Purchaser not a resident of or formed in the U.S. United States warrants to the Company that no filing is required by the Company with any governmental authority in such InvestorPurchaser’s jurisdiction in connection with the transactions contemplated hereby. If such Investor Purchaser is domiciled or was formed outside of the U.S.United States, such Investor Purchaser 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 Purchaser is domiciled or was formed outside the U.S.United States, such InvestorPurchaser’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. The Company acknowledges and agrees that no Purchaser has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Section 3.2.

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 The undersigned 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. The undersigned warrants to the Company that no filing is required by the Company with any governmental authority in such Investor’s the undersigned's jurisdiction in connection with the transactions contemplated hereby. If such Investor is domiciled or was formed outside of the U.S., such Investor 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. If such Investor is domiciled or was formed outside the U.S., such Investor’s 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 Investor Purchaser resides, in the case of individuals, or is headquartered or formed, in the case of entities, in the U.S.United States, such Investor Purchaser acknowledges that the Company will not issue any Securities Shares in compliance with the laws of any jurisdiction outside of the U.S. United States and the Company makes no representation or warranty that any Securities Shares issued outside of the U.S. United States have been offered or sold in compliance with the laws of the jurisdiction into which such Securities Shares were issued. Any Investor Purchaser not a resident of or formed in the U.S. United States warrants to the Company that no filing is required by the Company with any governmental authority in such InvestorPurchaser’s jurisdiction in connection with the transactions contemplated hereby. If such Investor Purchaser is domiciled or was formed outside of the U.S., such Investor Purchaser has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the acquisition of the Securities Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the SecuritiesShares, (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 SecuritiesShares. If such Investor Purchaser is domiciled or was formed outside the U.S., such InvestorPurchaser’s acquisition of and payment for, and its continued ownership of the SecuritiesShares, will not violate any applicable securities or other laws of his, her or its jurisdiction.

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 or Conversion Shares in compliance with the laws of any jurisdiction outside of the U.S. and the Company makes no representation or warranty that any Securities or any Conversion Shares issued outside of the U.S. have been offered or sold in compliance with the laws of the jurisdiction into which such Securities or Conversion Shares 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 Conversion Shares 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 SecuritiesSecurities or the Conversion Shares. 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 SecuritiesSecurities or the Conversion Shares, will not violate any applicable securities or other laws of his, her or its jurisdiction.

Residency; Foreign Securities Laws. Unless such Investor Purchaser resides, in the case of individuals, or is headquartered or formed, in the case of entities, in the U.S.United States, such Investor Purchaser acknowledges that the Company will not issue any Securities in compliance with the laws of any jurisdiction outside of the U.S. United States and the Company makes no representation or warranty that any Securities issued outside of the U.S. United States have been offered or sold in compliance with the laws of the jurisdiction into which such Securities were issued. Any Investor Purchaser not a resident of or formed in the U.S. United States warrants to the Company that no filing is required by the Company with any governmental authority in such InvestorPurchaser’s jurisdiction in connection with the transactions contemplated hereby. If such Investor Purchaser is domiciled or was formed outside of the U.S., such Investor Purchaser 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 Purchaser is domiciled or was formed outside the U.S., such InvestorPurchaser’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 Investor Buyer resides, in the case of individuals, or is headquartered or formed, in the case of entities, in the U.S.United States, such Investor Buyer acknowledges that the Company will not issue any Securities in compliance with the laws of any jurisdiction outside of the U.S. United States and the Company makes no representation or warranty that any Securities issued outside of the U.S. United States have been offered or sold in compliance with the laws of the jurisdiction into which such Securities Shares were issued. Any Investor Buyer not a resident of or formed in the U.S. United States warrants to the Company that no filing is required by the Company with any governmental authority in such InvestorBuyer’s jurisdiction in connection with the transactions contemplated hereby. If such Investor Buyer is domiciled or was formed outside of the U.S.United States, such Investor Buyer 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 Buyer is domiciled or was formed outside the U.S.United States, such InvestorBuyer’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 Investor resides, in the case of individuals, or is headquartered head quartered or formed, in the case of entities, in the U.S., such Investor acknowledges that the Company will not issue any Securities in compliance incompliance 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 incompliance with the laws of the jurisdiction into in to 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.