Status of the Purchaser. The Company acknowledges and agrees that with respect to this Agreement and the transactions contemplated hereby, (i) the Purchaser is acting solely in an arm’s length capacity, (ii) the Purchaser does not make and has not made any representations or warranties, other than those specifically set forth in this Agreement, (iii) except as set forth in this Agreement, the Company’s obligations hereunder are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of any claim the Company may have against the Purchaser, (iv) the Purchaser has not and is not acting as a legal, financial, accounting or tax advisor to the Company, or agent or fiduciary of the Company, or in any similar capacity, and (v) any statement made by the Purchaser or any of the Purchaser’s representatives, agents or attorneys is not advice or a recommendation to the Company.
Status of the Purchaser. (a) The Purchaser is (i) not a “U.S. person” and is located outside the United States, as such terms are defined in Rule 902 of Regulation S under the Securities Act; (ii) aware that the issuance and sale of the Subject Shares is being made in reliance on Rule 903 promulgated under the Securities Act, and (iii) acquiring the Subject Shares for its own account and not with a view to, or the intention of, or for sale in connection with, any distribution thereof in violation of applicable securities Laws.
(b) The Purchaser understands and agrees that the Subject Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that the Subject Shares will not be registered under the Securities Act and that such Securities may be offered, resold, pledged or otherwise transferred only (i) in a transaction not involving a public offering, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), (iii) pursuant to an exemption from registration under the Securities Act provided by Rule 904 thereunder (if available), (iv) pursuant to an effective registration statement under the Securities Act or (v) to Seller, in each of cases (i) through (v) in accordance with any applicable state and federal securities Laws, and that it will notify any subsequent purchaser of Securities from it of the resale restrictions referred to above, as applicable.
(c) In addition to any other legend that may be required, each certificate for the Subject Shares to be issued to Purchaser pursuant to and subject to the terms and conditions of this Agreement shall bear a legend in substantially the following form (it being agreed that if the Subject Shares are not certificated, other appropriate restrictions shall be implemented to give effect to the following): “THE SALE, TRANSFER, ASSIGNMENT, PLEDGE OR ENCUMBRANCE OR ANY OTHER ALIENATION OF THE SHARES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF THE HOLDERS OF SUCH SHARES ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHARE PURCHASE AGREEMENT DATED _________, 2021, AS AMENDED FROM TIME TO TIME. A COPY OF SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE REGISTERED HOLDER OF THIS CERTIFICATE TO THE COMPANY.” “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE...
Status of the Purchaser. The Purchaser is a credit union duly incorporated, validly existing and in good standing under the laws of the Province of British Columbia with respect to the filing of annual reports and has the power and capacity to purchase the Vendor’s Assets;
Status of the Purchaser. The Purchasers duly organized and is qualified and has all consents, permits and authorizations required to perform its obligations under this Agreement.
Status of the Purchaser. The Purchaser has not been formed for the specific purpose of acquiring the Securities pursuant to this Agreement.
Status of the Purchaser. The Purchaser is (i) purchasing the Transferred 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 Rule 501 of Regulation D, as presently in effect, under the Securities Act. Neither the Purchaser nor any Person Controls the Purchaser is a Tencent Competitor or an Alibaba Competitor, in each case as defined in the Didi ROFR Agreement, or a Person whose principal business is in direct competition with the business of the Didi.
Status of the Purchaser. The Purchaser is a corporation existing under the laws of Ontario.
Status of the Purchaser. Optimal is a corporation existing under the laws of Canada. At Closing, Cansub,USSuband HKSub will be duly incorporated under the laws of their respective jurisdictions of incorporation and Optimal has, and at Closing each of Cansub,USSub and HKSubwill have, all necessary corporate power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement. Optimal shall cause each of Cansub,USSub and HKSub to perform their respective obligations pursuant to this Agreement.
Status of the Purchaser. (a) Such Purchaser represents that (1) such Purchaser is not a U.S. Person as defined in Regulation S promulgated under the Securities Act (a “U.S. Person”), (2) such Purchaser is outside the United States, (3) such Purchaser is not acquiring the Shares for the account or benefit of any U.S. Person, and (4) it will offer, sell, pledge or otherwise transfer the Shares (or create or maintain any derivative position equivalent thereto) only pursuant to an effective registration statement under the Securities Act or any available exemption therefrom and, in any case, in accordance with applicable state securities laws.
(b) Such Purchaser understands that the Shares have not been registered under the Securities Act and the Shares are being issued in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the accuracy of its representations set forth herein. Moreover, such Purchaser understands that the Company is under no obligation to register the Shares with the SEC in the United States.
Status of the Purchaser. The Purchaser is a corporation with total assets in excess of $5 million and an “accredited investor” as such term is defined in Rule 501(a)(3) under the Securities Act. The Purchaser is not engaged in the business of a broker-dealer, is not a registered broker dealer under the Exchange Act and is not a member of the Financial Industry Regulatory Authority, Inc. The Purchaser’s principal executive office and place of business is set forth in Section 8.5 of this Agreement.
