Non-U.S. Person Status. The Subscriber, if a non-U.S. Person, agrees that it is acquiring the Notes in an offshore transaction pursuant to Regulation S and hereby represents to the Company as follows:
Non-U.S. Person Status. Please initial next to the below paragraph certifying the accuracy of such representations: ________ The Entity is organized and has a principal place of business outside of the United States and is not a “U.S. person” as such term is defined under Regulation S as promulgated by the SEC under authority of the 0000 Xxx. The Entity was not solicited for an investment in the Offering by the Company or any person or entity acting on its behalf within the United States and has not entered into the Subscription Agreement inside the United States. To enable the Company to avoid withholding interest paid, the Entity certifies under penalty of perjury that it is neither a citizen nor a resident of the United States and that its address set forth above is correct. At the time the buy order for the Securities was originated, Subscriber was outside the United States. Subscriber is purchasing the Securities for its own account and not on behalf of any U.S. person, and the sale has not been pre-arranged with a purchaser in the United States. The Entity further agrees to comply with Regulation S of the 1933 Act. Subscription Agreement Golden Matrix Group, Inc.
Non-U.S. Person Status. I am not a “U.S. Person,” within the meaning of Rule 902(a)(k) under the Securities Act of 1933 (“Securities Act”) (please see section IV.c.3 of this Purchase Agreement for the definition of a U.S. Person).
Non-U.S. Person Status. The undersigned hereby certifies that he, she or it is not a U.S. Person and is not acquiring the securities for the account or benefit of any U.S. Person. No offer to enter into this Subscription Agreement or purchase of any securities of the Company has been made by the Company to the undersigned at any time while the undersigned was in the United States, and at the time the order for the Units was originated the undersigned was not located within the United States.
Non-U.S. Person Status. The Crestview Investor represents and warrants that it is not a Non-U.S. Person. The UBS Investor represents and warrants that it is a Non-U.S. Person. The Macquarie Investor represents and warrants that it is a Non-U.S. Person.
Non-U.S. Person Status. Each Seller further represents and warrants to the Buyer, as of the date hereof and as of the date of issuance of the Buyer Shares, that: (i) such Seller is not a U.S. person as that term is defined under Regulation S; (ii) at the time the acquisition of the Buyer Shares was originated, such Seller was outside the United States and is outside of the United States as of the date of the execution and delivery of this Agreement; (iii) such Seller is acquiring the Buyer Shares for his own account and not on behalf of any U.S. person, and the acquisition of such Buyer Shares has not been pre-arranged with a purchaser in the United States.
Non-U.S. Person Status. Such Investor, if not a U.S. Person, certifies that (i) it is not a “U.S. Person” as that term is defined in Rule 902(k) of Regulation S, and (ii) it is not acquiring the Securities for the account or benefit of any U.S. person. Each such Investor agrees to resell such securities only in accordance with the provisions of Regulation S (§§ 230.901 through 230.905, and Preliminary Notes), pursuant to registration under the Securities Act, or pursuant to an available exemption from registration; and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Securities Act.
Non-U.S. Person Status. The SCI Stockholder is not a resident of the United States. For purposes of Sections 5.9, 5.10 and 5.11, “U.S. person” has the meaning given to that term in Regulation S adopted by the Securities and Exchange Commission under the Securities Act.
Non-U.S. Person Status. Selling Security Holder certifies that (a) they are not a U.S. Person as defined in Regulation S promulgated by the United States Securities and Exchange Commission under the Securities Act, and (b) they are not acquiring the BioTime Shares, Warrants or Warrant Shares for the account or benefit of any U.S. Person.
Non-U.S. Person Status. Investor is domiciled and resides outside the United States as of the date hereof.
