Common use of The Subscriber’s representations and warranties Clause in Contracts

The Subscriber’s representations and warranties. The Subscriber hereby represents and warrants that: (a) Not a U.S. Person: if the Subscriber is not a resident of the United States, the Subscriber: (i) is not a U.S. Person (as defined in Rule 902 of Regulation S (“Regulation S”) under the U.S. Act, which definition includes, but is not limited to, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States or any estate or trust of which any executor, administrator or trustee is a U.S. Person; (ii) is not purchasing any of the Securities for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber set forth hereinbelow; and (iii) was not offered any Post-split Shares in the United States and was outside the United States at the time of execution and delivery of this Agreement;

Appears in 2 contracts

Samples: Private Placement Subscription Agreement (Pulse Beverage Corp), Private Placement Subscription Agreement (Darlington Mines Ltd.)

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The Subscriber’s representations and warranties. The Subscriber hereby represents and warrants that: (a) Not a U.S. Person: if the Subscriber is not a resident of the United States, the Subscriber: (i) is not a U.S. Person (as defined in Rule 902 of Regulation S (“Regulation S”) under the U.S. Act, which definition includes, but is not limited to, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States or any estate or trust of which any executor, administrator or trustee is a U.S. Person; (ii) is not purchasing any of the Securities for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber set forth hereinbelow; and (iii) was not offered any Post-split Shares Units in the United States and was outside the United States at the time of execution and delivery of this Agreement;

Appears in 2 contracts

Samples: Private Placement Subscription Agreement (Pulse Beverage Corp), Private Placement Subscription Agreement (Omnicity Corp.)

The Subscriber’s representations and warranties. The Subscriber hereby represents and warrants that: (a) Not a U.S. Person: if the Subscriber is not a resident of the United States, the Subscriber: (i) is not a U.S. Person (as defined in Rule 902 of Regulation S ("Regulation S") under the U.S. Act, which definition includes, but is not limited to, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States or any estate or trust of which any executor, administrator or trustee is a U.S. Person; (ii) is not purchasing any of the Securities for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber set forth hereinbelow; and (iii) was not offered any Postpost-split Shares Forward Split Units in the United States and was outside the United States at the time of execution and delivery of this Agreement;

Appears in 2 contracts

Samples: Subscription Agreement (I-Level Media Group Inc), Private Placement Subscription Agreement (I-Level Media Group Inc)

The Subscriber’s representations and warranties. The Subscriber hereby represents and warrants that: (a) Not a U.S. Person: if the Subscriber is not a resident of the United States, the Subscriber: (i) is not a U.S. Person (as defined in Rule 902 of Regulation S ("Regulation S") promulgated under the United States Securities Act of 1933, as amended (the "U.S. Act"), which definition includes, but is not limited to, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States or any estate or trust of which any executor, administrator or trustee is a U.S. Person; (ii) is not purchasing any of the Securities Shares for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber set forth hereinbelow; and (iii) was not offered any Post-split Shares in the United States and was outside the United States at the time of execution and delivery of this Agreement;

Appears in 1 contract

Samples: Subscription Agreement (I-Level Media Group Inc)

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The Subscriber’s representations and warranties. The Subscriber hereby represents and warrants that: (a) Not a U.S. Person: if the Subscriber is not a resident of the United States, the Subscriber: (i) is not a U.S. Person (as defined in Rule 902 of Regulation S ("Regulation S") promulgated under the U.S. Act, which definition includes, but is not limited to, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States or any estate or trust of which any executor, administrator or trustee is a U.S. Person; (ii) is not purchasing any of the Securities for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber set forth hereinbelow; and (iii) was not offered any Post-split Shares Units in the United States and was outside the United States at the time of execution and delivery of this Agreement;

Appears in 1 contract

Samples: Private Placement Subscription Agreement (Power Air Corp)

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