Common use of Foreign Holder Clause in Contracts

Foreign Holder. If Holder is a resident of a country other than the United States, Holder represents and warrants: (A) Holder is not a “U.S. Person” as defined in Rule 902(k) of Regulation S under the Securities Act (“Reg S”), and this Warrant and the Securities purchasable hereunder shall each be made in an offshore transaction as defined in Rule 902(h) of Reg S, no directed selling efforts (as defined in Rule 902(c) of Reg S) were made in the United States, and Xxxxxx is not acquiring this Warrant or the Securities purchasable hereunder for the account or benefit of any U.S. Person; (B) Holder will not, during any period in which this Warrant or the Securities purchasable hereunder remain restricted securities, offer to sell or sell this Warrant or any the Securities purchasable hereunder (or create or maintain any derivative position equivalent thereto) in the United States, to or for the account or benefit of a U.S. Person or other than in accordance with Reg S; and (C) Holder shall, after the expiration of all applicable restricted periods, offer, sell, pledge or otherwise transfer this Warrant and/or any Securities purchasable hereunder only pursuant to a registration statement under the Securities Act or an available exemption therefrom, and, in any case, in accordance with any applicable state securities laws.