US Purchaser Clause Samples

US Purchaser. In addition to, and without limiting the generality of, subparagraph (l), if the Purchaser, or any beneficial person for whom the Purchaser is acting, is a U.S. Purchaser: (i) it understands and acknowledges that the Securities have not been and will not be registered under the U.S. Securities Act, or any applicable state securities laws, and that the sale of the Units contemplated hereby is being made to “accredited investors” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act (in this paragraph (m) “U.S. Accredited Investors”) in reliance on a private placement exemption under Section 4(a)(2) of the U.S. Securities Act and Rule 506(b) of Regulation D thereunder and similar exemptions under applicable state securities laws. Accordingly, the Securities will be “restricted securities” within the meaning of Rule 144 (“Rule 144”) under the U.S. Securities Act, and therefore may not be offered or sold by it in the United States without registration under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption or exclusion from such registration requirements. If in the future it shall decide to offer, resell, pledge or otherwise transfer any of the Securities, it will not offer, resell, pledge or otherwise transfer the Securities, directly or indirectly, except: (A) to the Company, (B) outside the United States in accordance with Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations, (C) (i) in accordance with Rule 144A under the U.S. Securities Act (“Rule 144A”) to a person it reasonably believes is a qualified institutional buyer as defined in Rule 144A (“Qualified Institutional Buyer”) that purchases for its own account or for the account of a Qualified Institutional Buyer and to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A, if available, or (ii) in accordance with Rule 144 under the U.S. Securities Act, if available, or (D) pursuant to another exemption from registration under the U.S. Securities Act and, in each case, in accordance with any applicable state securities laws of the United States and after, in the case of transfers under clauses (C)(ii) or (D) (or, if required by the Company’s transfer agent, clause (B)), it has furnished to the Company (and, if applicable, the Company’s transfer agent) an opinion of counsel of recognized standing or other evidence reasonably satisfactory to the Co...
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US Purchaser. The US Purchaser shall be jointly and severally liable with the UK Purchaser for each obligation of the Purchasers hereunder, and the US Purchaser will cause the UK Purchaser to perform each of its obligations hereunder when due in accordance with the terms of this Agreement.
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Related to US Purchaser

  • Purchaser The signatory party to this Contract other than the Administrator. Purchaser is also defined to include employees and agents of the Purchaser authorized to conduct activities as required for execution of the timber sale Contract. As an independent contractor, neither the Purchaser, its employees or agents are considered employees of the State of Montana pursuant to work performed under this Contract.

  • The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • Buyer Buyer is responsible to provide clear instructions, approvals and timely payments for the services availed

  • The Buyer is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan; or

  • SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see "Private Placement of Common Shares and Warrants" above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2018, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the __________________ and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." The undersigned beneficial owner of common stock (the “Registrable Securities”) of TheMaven, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.