Not a U.S Sample Clauses

Not a U.S. Person. The Purchaser is not a “U.S. person” or “a person in the United States” within the meaning of Regulation S promulgated under the Securities Act.

Not a U.S. Person. Client hereby represents and warrants that it is not a U.S. person as defined under applicable U.S. laws and regulations. Client further agrees to promptly notify AFEX if it becomes a U.S. person. AFEX and its representatives are not liable to Client for any regulatory reporting obligations that are not known to AFEX or its representatives.

Not a U.S. Person. Party B reasonably believes it does not fall within any of the U.S Person Categories and believes in good faith that it would not otherwise be deemed to be a "U.S. person" under the Applicable Regulatory Issuances.

Not a U.S. Person. The relevant Purchaser is not a “U.S. person” as defined in Rule 902 of Regulation S.

Not a U.S. Person. The Purchaser is not a “U.S. person” and is located outside the “United States”, as each such quoted term is defined in Rule 902 of Regulation S under the Securities Act.

Not a U.S. Person. Client hereby represents and warrants that it is not a U.S. person as defined under applicable U.S. laws and regulations. Client further agrees to promptly notify AFEX Singapore if it becomes a U.S. person. AFEX Singapore and its representatives are not liable to Client for any regulatory reporting obligations that are not known to AFEX Singapore or its representatives.

Not a U.S. Person. The Client hereby represents and warrants that it is not a U.S. Person under applicable U.S. laws and regulations. The Client further agrees to promptly notify Argentex if it becomes a U.S. Person. Argentex is not liable to the Client for any regulatory obligations that are not known to Argentex.

Not a U.S. Person. The Holder is not a “U.S. Person” as the term is defined in Regulation S under the Securities Act of 1933, and represents and warrants that: (a) the Holder is not acquiring the Debenture or the Common Stock for the account or benefit of, directly or indirectly, any U.S. Person; (b) the Holder is resident in the jurisdiction set out under the heading “Name and Address of Holder” on the signature page of this Subscription Agreement; (c) the sale of the Debenture or the Common Stock to the Holder as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Holder; (d) the Holder is acquiring the Debenture or the Common Stock for investment only and not with a view to resale or distribution and, in particular, it has no intention to distribute either directly or indirectly any of the Debenture or the Common Stock in the United States or to U.S. Persons; (e) the Holder is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Debenture or the Common Stock as principal for the Holder’s own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalisation thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Debenture or the Common Stock; (f) the Holder is not an underwriter of, or dealer in, the common shares of the Company, nor is the Holder participating, pursuant to a contractual agreement or otherwise, in the distribution of the Debenture or the Common Stock; (g) the Holder (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Debenture or the Common Stock; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; (h) the Holder acknowledges that the Holder has not acquired the Debenture or the Common Stock as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 1933 Act) in the United States in respect of any of the Debenture or the Common Stock which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resal...

Not a U.S. Person. Such CZH Transferor (i) is not a U.S. person (as defined in Rule 902 of Regulation S) and is not acquiring the SolarMax Shares for the account or benefit of a U.S. person, and (ii) is outside the United States and is undertaking any transaction contemplated in this Agreement as an offshore transaction (as defined in Rule 902 of Regulation S).

Not a U.S. Person. Unless the Calipuy Shareholder has completed and delivered the U.S. Representation Letter attached as Schedule “M” hereto (in which case the Calipuy Shareholder makes the representations, warranties and covenants therein), the Calipuy Shareholder further represents and warrants that: (i) the offer to sell the Calipuy Shareholder's Subject Shares and to acquire the Consideration Securities was not made to the Calipuy Shareholder when the Calipuy Shareholder was in the United States and the individuals executing and delivering this Agreement on behalf of the Calipuy Shareholder were not in the United States when this Agreement was executed and delivered; (ii) the Calipuy Shareholder is not a U.S. Person and is not acquiring the Consideration Securities for the account or benefit of a U.S. Person or a person in the United States; (iii) the Calipuy Shareholder is not acquiring the Consideration Securities as the result of any directed selling efforts (as defined in Rule 902(c) of Regulation S under the 1933 Act); (iv) the current structure of the transactions and activities contemplated in this Agreement is not a scheme to avoid the registration requirements of the 1933 Act; (v) the Calipuy Shareholder has no intention to distribute either directly or indirectly any of the Consideration Securities in the United States, except in compliance with the 1933 Act; and (vi) the Calipuy Shareholder understands that the Consideration Securities have not been, nor will they be, registered under the 1933 Act or the securities laws of any state of the United States and the Calipuy Shareholder understands and agrees that the Consideration Securities may not be offered or sold in the United States or to or on behalf of a U.S. Person unless the Consideration Securities are registered under the 1933 Act or an exemption from the registration requirements of the 1933 Act is available.