Common use of Status of Investor Clause in Contracts

Status of Investor. The Investor is (i) not a U.S. person within the meaning of Rule 902 of Regulation S under the Act, or (ii) purchasing the Purchased Shares outside the United States in compliance with Regulation S under the Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

Appears in 32 contracts

Samples: Share Purchase Agreement (AMTD Digital Inc.), Share Purchase Agreement (AMTD Digital Inc.), Share Purchase Agreement (AMTD Digital Inc.)

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Status of Investor. The Investor is (i) not a U.S. person within the meaning of Rule 902 of Regulation S under the Act, or (ii) purchasing the Purchased Shares outside the United States in compliance with Regulation S under the Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdictionjurisdiction or (ii) an “accredited investor” within the meaning of Securities and Exchange Commission (“SEC”) Rule 501 of Regulation D, as presently in effect, under the Act.

Appears in 2 contracts

Samples: Share Purchase Agreement (AMTD International Inc.), Ordinary Share Purchase Agreement (JD.com, Inc.)

Status of Investor. The Investor is either (i) not a U.S. person an “accredited investor” within the meaning of Rule 902 501 of Regulation S under D of the Securities Act, as presently in effect, or (ii) purchasing not a “U.S. person” as defined in Rule 902 of Regulation S of the Purchased Shares Securities Act or acquiring the Notes for the account or benefit of a U.S. person and is acquiring the Notes outside the United States in compliance with an “offshore transaction” pursuant to Rule 903 of Regulation S under the Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdictionSecurities Act.

Appears in 2 contracts

Samples: Note Subscription Agreement (Cheng Zheng), Note Subscription Agreement (Cheng Zheng)

Status of Investor. The Such Investor is (i) not a U.S. person within the meaning of Rule 902 of Regulation S under the Act, Securities Act or (ii) purchasing the Purchased Warrant Shares outside the United States in compliance with Regulation S under the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction, or (ii) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act.

Appears in 2 contracts

Samples: Warrant Subscription Agreement (XCHG LTD), Warrant Subscription Agreement (XCHG LTD)

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Status of Investor. The Investor is (i) not a U.S. person within the meaning of Rule 902 of Regulation S under the Act, or (ii) purchasing the Purchased New Shares outside the United States in compliance with Regulation S under the Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

Appears in 2 contracts

Samples: Share Purchase Agreement (AMTD International Inc.), Share Purchase Agreement (AMTD International Inc.)

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