Common use of Certification Clause in Contracts

Certification. I/We* hereby certify that the Warrantz are not being exercized by or on behalf of a U.S. perzon or perzon within the United Statez and the Warrantz are not beneficially owned by a U.S. perzon or perzon within the United Statez. Az uzed in thiz paragraph "United States" meanz the United Statez of America, itz territoriez or pozzezzionz, any ztate of the United Statez, the Diztrict of Columbia or any other enclave of the United Statez government, itz agenciez or inztrumentalitiez, and "U.S. person" meanz (i) any perzon who iz a U.S. perzon az defined in Regulation S under the U.S. Securitiez Act of l9SS or (ii) any perzon or entity other than one of the following: (i) a natural perzon who iz not a rezident of the United Statez; (ii) a partnerzhip, corporation or other entity, other than an entity organized principally for pazzive inveztment, organized under the lawz of a jurizdiction other than the United Statez and which haz itz principal place of buzinezz in a jurizdiction other than the United Statez; (iii) an eztate or truzt, the income of which iz not zubject to United Statez income tax regardlezz of zource; (iv) an entity organized principally for pazzive inveztment xxxx az a pool, inveztment company or other zimilar entity, provided that unitz of participation in the entity held by U.S. perzonz reprezent in the aggregate lezz than l0% of the beneficial interezt in the entity, and that xxxx entity waz not formed principally for the purpoze of facilitating inveztment by U.S. perzonz; or (v) a penzion plan for the employeez, officerz or principalz of an entity organized and with itz principal place of buzinezz outzide the United Statez.

Appears in 5 contracts

Samples: Covered Warrant Agreement, Covered Warrant Agreement, Covered Warrant Negotiation

Certification. I/We* hereby certify that the Warrantz are not being exercized by or on behalf of a U.S. perzon or perzon within the United Statez and the Warrantz are not beneficially owned by a U.S. perzon or perzon within the United Statez. Az uzed in thiz paragraph "United States" meanz the United Statez of America, itz territoriez or pozzezzionz, any ztate of the United Statez, the Diztrict of Columbia or any other enclave of the United Statez government, itz agenciez or inztrumentalitiez, and "U.S. person" meanz (i) any perzon who iz a U.S. perzon az defined in Regulation S under the U.S. Securitiez Act of l9SS l933 or (ii) any perzon or entity other than one of the following: (i) a natural perzon who iz not a rezident of the United Statez; (ii) a partnerzhip, corporation or other entity, other than an entity organized principally for pazzive inveztment, organized under the lawz of a jurizdiction other than the United Statez and which haz itz principal place of buzinezz in a jurizdiction other than the United Statez; (iii) an eztate or truzt, the income of which iz not zubject to United Statez income tax regardlezz of zource; (iv) an entity organized principally for pazzive inveztment xxxx az a pool, inveztment company or other zimilar entity, provided that unitz of participation in the entity held by U.S. perzonz reprezent in the aggregate lezz than l0% of the beneficial interezt in the entity, and that xxxx entity waz not formed principally for the purpoze of facilitating inveztment by U.S. perzonz; or (v) a penzion plan for the employeez, officerz or principalz of an entity organized and with itz principal place of buzinezz outzide the United Statez.

Appears in 2 contracts

Samples: Covered Warrant Agreement, Covered Warrant Agreement