Status of Investors. Any Foreign Investor that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the SPV is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Transaction Document shall deliver to the SPV (with a copy to the Agent), at the time or times or reasonably requested by the payor or the Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Foreign Investor, if requested by the SPV or the Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the SPV or the Agent as will enable the SPV or the Agent to determine whether or not such Investor is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution or submission of such documentation (other than such documentation set forth in Section 9.5(i), (ii), (iii) and (iv) below and Section 9.8 below) shall not be required if in the Foreign Investor’s reasonable judgment, such completion, execution or submission would subject such Foreign Investor to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Foreign Investor. Without limiting the generality of the foregoing, in the event that the SPV is a U.S. Person, any Foreign Investor shall deliver to the SPV and the Agent (in such number of copies as shall be requested) on or prior to the date on which such Foreign Investor becomes an Investor under this Agreement, whichever of the following is applicable:
(i) in the case of a Foreign Investor claiming the benefits of an income tax treaty to which the United States is a party, duly completed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding tax;
(ii) duly completed copies of Internal Revenue Service Form W-8ECI;
(iii) in the case of a Foreign Investor claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate signed under penalties of perjury, in a form reasonably satisfactory to the payor, to the effect that such Foreign Investor is not (A) a “bank” within the meaning of section 881(c)(3)(A) of t...
Status of Investors. Such Investor is (i) purchasing the Shares outside the United States in compliance with Regulation S under the Securities Act, or (ii) is an “accredited investor” within the meaning of Securities and Exchange Commission (“SEC”) Rule 501 of Regulation D, as presently in effect, under the Securities Act.
Status of Investors. Such Investor is purchasing the Securities outside the United States in reliance on Regulation S under the Securities Act of 1933, as amended (the “Act”) and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.
Status of Investors. The Investors are “accredited Investors” within the meaning of Securities and Exchange Commission (“SEC”) Rule 501 of Regulation D, as presently in effect, under the Securities Act.
Status of Investors. Such Investor is knowledgeable and experienced in making venture capital investments, and is able to bear the economic risk of loss of its investment in the Company. Such Investor is an “accredited investor,” as that term is defined in Regulation D under the Securities Act by virtue of meeting the criteria of Rule 501(a)(3). Such Investor’s state of incorporation or organization, as applicable, and principal place of business are listed on Exhibit A, and such Investor has not been organized for purposes of investing in the Company.
Status of Investors. Each of the Purchasers is (i) purchasing the Securities outside the United States in compliance with Regulation S promulgated 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 the Securities and Exchange Commission Rule 501(a) of Regulation D, as presently in effect, promulgated under the Securities Act.
Status of Investors. Each Investor is an “accredited investor” as defined in Regulation D under the Securities Act. Such Investor is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and such Investor is not a broker-dealer, nor an affiliate of a broker-dealer.
Status of Investors. Each Investor is a “non-US person” as defined in Regulation S. Each Investor further makes the representations and warranties to the Company set forth on Exhibit A. Such Investors is not required to be registered as a broker-dealer under Section 15 of the Exchange Act and such Investors is not a broker-dealer, nor an affiliate of a broker-dealer.
Status of Investors. (i) Each Investor (or any transferee or assignee thereof, including a participation holder (any such entity, a “Transferee”)) that is not a U.S. Person (a “Non-U.S. Lender”) agrees that it shall, no later than the Closing Date (or, in the case of an Investor which becomes a party hereto pursuant to Section 12.2 hereof after the Closing Date, promptly after the date upon which such Investor becomes a party hereto) deliver to the applicable Borrower and the Administrative Borrower one properly completed and duly executed copy of either IRS Form W-0XXX, X-0XXX-X, X-0XXX or W-8IMY or any subsequent versions thereof or successors thereto. In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. Federal withholding Tax under Section 871(h) or 881(c) of the Code, such Non-U.S. Lender hereby represents to the applicable Borrower and the Administrative Borrower that such Non-U.S. Lender is not a bank for purposes of Section 881(c)(3)(A) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the Company and is not a controlled foreign corporation related to the Company (within the meaning of Section 864(d)(4) of the Code), and such Non-U.S. Lender agrees that it shall promptly notify the Collateral Agent in the event any such representation is no longer accurate. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement (or, in the case of a Transferee that is a participation holder, on or before the date such participation holder becomes a Transferee hereunder) and on or before the date, if any, such Non-U.S. Lender changes its applicable lending office by designating a different lending office (a “New Lending Office”). In addition, such Investor (or Transferee) shall deliver such forms within 30 days after receipt of a reasonable written request therefor from the Administrative Borrower or the applicable Borrower , the assigning Investor or the Investor granting a participation, as applicable. Notwithstanding any other provision of this Section 2.13, a Non-U.S. Lender shall not be required to deliver any form pursuant to this Section 2.13(f) that such Non-U.S. Lender is not legally able to deliver.
(ii) Any Investor (or Transferee) claiming any indemnity payment or additional payment amounts payable pursuant to this Section 2.13 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document...
Status of Investors. The Company acknowledges and agrees that each Investor has independently determined to enter into, and no Investor is acting in concert with any other Investor in entering into, this Agreement and the transactions contemplated hereby, and that no Investor is (i) an officer or director of the Company; (ii) an “affiliate” of the Company (as defined in Rule 144 of the Securities Act); or (iii) a “beneficial owner” of more than 5% of the Common Stock (as defined for purposes of Rule 13d-3 of the Exchange Act.)
