No U.S Sample Clauses
The "No U.S" clause is designed to restrict or prohibit involvement by U.S. persons or entities in a particular agreement or transaction. In practice, this clause may specify that the contract does not apply to individuals or companies based in the United States, or that no activities, services, or products under the agreement will be provided to or from the U.S. This helps parties avoid potential legal or regulatory complications arising from U.S. laws, such as export controls or sanctions, thereby reducing compliance risks.
No U.S beneficial interest: if the Subscriber is not a resident of the United States, no U.S. Person, either directly or indirectly, has any beneficial interest in any of the Shares acquired by Subscriber hereunder, nor does the Subscriber have any agreement or understanding (written or oral) with any U.S. Person respecting:
(i) the transfer or any assignment of any rights or interest in any of the Shares;
(ii) the division of profits, losses, fees, commissions or any financial stake in connection with this subscription; or
(iii) the voting of the Shares;
No U.S beneficial interest: No U.S. Person, either directly or indirectly, has any beneficial interest in any of the Securities acquired by Subscriber hereunder, nor does the Subscriber have any agreement or understanding (written or oral) with any U.S. Person respecting:
(i) the transfer or any assignment of any rights or interest in any of the Securities;
(ii) the division of profits, losses, fees, commissions or any financial stake in connection with this subscription; or
(iii) the voting of the Securities;
No U.S. Trade or Business and Not a Controlled Foreign Corporation. The Company shall use its best efforts not to take, and to cause CGA not to take, any action which the Company has reason to believe could cause it or CGA to be considered engaged in the conduct of a trade or business in the United States (within the meaning of Code Section 864) or to become a controlled foreign corporation (within the meaning of Code Section 957) ("CFC"); provided, however, that this Section 5.12 shall not apply to any action which affects the election of directors pursuant to Section 12 of the Amended and Restated Bye-laws; provided, further, that it is hereby understood that the Company shall not be considered to violate this Section 5.12 in the event that (x) the board of directors of the Company (the "Board") shall, in its sole discretion, request the advice of counsel with respect to a proposed action and counsel determines that in its opinion it is more likely than not that such proposed action will not cause the Company or CGA to be engaged in the conduct of a trade or business in the United States or become a CFC and (y) such proposed action to be taken by the Company receives the prior approval of at least 75% of the members of the Board then in office. The foregoing imposes no obligation on the Company or the Board to seek the advice of counsel prior to taking any action unless the Company wishes to take advantage of this second proviso to Section 5.12. It is hereby understood that this Section 5.12 does not alter any provision in the Company's Amended and Restated Bye-laws and all actions taken in connection herewith must comply with such Amended and Restated Bye-laws.
No U.S. Letter of Credit may be issued if after giving effect thereto the sum of (A) the aggregate outstanding principal amount of U.S. Loans plus (B) the aggregate Letter of Credit Liabilities relating to U.S. Letters of Credit would exceed the Maximum U.S. Available Amount. No Canadian Letter of Credit may be issued if after giving effect thereto the sum of (A) the aggregate outstanding principal amount of Canadian Loans plus (B) the aggregate Letter of Credit Liabilities relating to Canadian Letters of Credit plus (C) the aggregate Bankers' Acceptance Liabilities would exceed the Maximum Canadian Available Amount. On each day during the period commencing with the issuance of any Letter of Credit and until such Letter of Credit shall have expired or been terminated, the U. S. Commitment or Canadian Commitment, as the case may be, of each applicable Lender shall be deemed to be utilized for all purposes hereof in an amount equal to such Lender's Commitment Percentage of the amount then available for drawings under such Letter of Credit (and any unreimbursed drawings under such Letter of Credit).
No U.S. Government Procurement Regulations or comparable state government regulations shall be included hereunder and binding on either party unless specifically agreed to in writing prior to incorporation herein.
No U.S. Offering. The Company has not offered any of the Debentures, the Conversion Shares, the Warrants or the Warrant Shares to, or solicited such an offer from, a U.S. Person (as defined in SEC Rule 902(k)) or to a Person in the United States.
No U.S. Revolving Lender shall have any obligation to agree to participate in any Tranche B Exchange Offer. Any U.S. Revolving Lender wishing to participate in the Tranche B Exchange Offer shall notify the Agent on or prior to the date specified in such Tranche B Exchange Offer of the amount of its existing Tranche A U.S. Revolver Commitments which it requests be converted into Tranche B Revolver Commitments. Any U.S. Revolving Lender that does not respond to the Tranche B Exchange Offer on or prior to the date specified therein shall be deemed to have rejected such Tranche B Exchange Offer. In the event that the aggregate principal amount of existing Tranche A U.S. Revolver Commitments of U.S. Revolving Lenders accepting such Tranche B Exchange Offer exceeds the amount of Tranche B Revolver Commitments requested, existing Tranche A U.S. Revolver Commitments shall be converted to Tranche B Revolver Commitments on a pro rata basis based on the aggregate principal amount of Tranche A U.S. Revolving Loans included in each such Tranche B Exchange Offer.
No U.S. OFFERING. The Company represents that it has not offered the Securities to the Subscriber in the U.S. or, to the best knowledge of the Company, to any person in the United States or any U.S. person.
No U.S. INVESTMENT BY FOREIGN SUBSIDIARIES. None of the Russian Ventures has any investment in U.S. property within the meaning of Code Section 956.
No U.S. Domiciled Obligor or other Person claiming through or on behalf of any U.S. Domiciled Obligor shall have any right to any Cash Collateral, until Full Payment of all Obligations. No Canadian Domiciled Obligor or other Person claiming through or on behalf of any Canadian Domiciled Obligor shall have any right to any Cash Collateral, until Full Payment of all Canadian Facility Obligations. No German Domiciled Obligor or other Person claiming through or on behalf of any German Domiciled Obligor shall have any right to any Cash Collateral, until Full Payment of all German Facility Obligations. No U.K./Dutch Domiciled Obligor or other Person claiming through or on behalf of any U.K./Dutch Domiciled Obligor shall have any right to any Cash Collateral, until Full Payment of all U.K./Dutch Facility Obligations.