Status of the Purchaser. The Company acknowledges and agrees that with respect to this Agreement and the transactions contemplated hereby, (i) the Purchaser is acting solely in an arm’s length capacity, (ii) the Purchaser does not make and has not made any representations or warranties, other than those specifically set forth in this Agreement, (iii) except as set forth in this Agreement, the Company’s obligations hereunder are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of any claim the Company may have against the Purchaser, (iv) the Purchaser has not and is not acting as a legal, financial, accounting or tax advisor to the Company, or agent or fiduciary of the Company, or in any similar capacity, and (v) any statement made by the Purchaser or any of the Purchaser’s representatives, agents or attorneys is not advice or a recommendation to the Company.
Status of the Purchaser. (a) The Purchaser is (i) not a “U.S. person” and is located outside the United States, as such terms are defined in Rule 902 of Regulation S under the Securities Act; (ii) aware that the issuance and sale of the Subject Shares is being made in reliance on Rule 903 promulgated under the Securities Act, and (iii) acquiring the Subject Shares for its own account and not with a view to, or the intention of, or for sale in connection with, any distribution thereof in violation of applicable securities Laws.
Status of the Purchaser. The Purchaser has not been formed for the specific purpose of acquiring the Securities pursuant to this Agreement.
Status of the Purchaser. The Purchaser is (i) purchasing the Transferred Shares outside the United States in compliance with Regulation S under the Securities Act, or (ii) is an “accredited investor” within the meaning of Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect, under the Securities Act. Neither the Purchaser nor any Person Controls the Purchaser is a Tencent Competitor or an Alibaba Competitor, in each case as defined in the Didi ROFR Agreement, or a Person whose principal business is in direct competition with the business of the Didi.
Status of the Purchaser. The Purchasers duly organized and is qualified and has all consents, permits and authorizations required to perform its obligations under this Agreement.
Status of the Purchaser. (i) Any Purchaser that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Seller and the Administrative Agent, at the time or times reasonably requested by the Seller or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Seller or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Purchaser, if reasonably requested by the Seller or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Seller or the Administrative Agent as will enable the Seller or the Administrative Agent to determine whether or not such Purchaser is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 5.03(f)(ii)(A), 5.03(f)(ii)(B) and 5.03(g)) shall not be required if, in the Purchaser’s reasonable judgment, such completion, execution or submission would subject such Purchaser to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Purchaser.
Status of the Purchaser. The Purchaser is a corporation existing under the laws of the Province of Ontario.
Status of the Purchaser. The Purchaser, is in good standing in province of Alberta, and has requisite power and authority to enter into and consummate the transactions contemplated by this Agreement.
Status of the Purchaser. Optimal is a corporation existing under the laws of Canada. At Closing, Cansub,USSuband HKSub will be duly incorporated under the laws of their respective jurisdictions of incorporation and Optimal has, and at Closing each of Cansub,USSub and HKSubwill have, all necessary corporate power, authority and capacity to enter into this Agreement and to carry out its obligations under this Agreement. Optimal shall cause each of Cansub,USSub and HKSub to perform their respective obligations pursuant to this Agreement.
Status of the Purchaser. (a) Such Purchaser represents that (1) such Purchaser is not a U.S. Person as defined in Regulation S promulgated under the Securities Act (a “U.S. Person”), (2) such Purchaser is outside the United States, (3) such Purchaser is not acquiring the Shares for the account or benefit of any U.S. Person, and (4) it will offer, sell, pledge or otherwise transfer the Shares (or create or maintain any derivative position equivalent thereto) only pursuant to an effective registration statement under the Securities Act or any available exemption therefrom and, in any case, in accordance with applicable state securities laws.
