UGMA. US Uniform Gifts To Minors Act, as amended, and its rules and regulations. US Person. For purposes of this Subscription Agreement, a “US Person” is (A) any entity that is a “US Person” as defined under Regulation S under the Securities Act, which definition is set forth below and (B) that is a “US Person” for US federal income tax purposes, which definition is also set forth below.
UGMA. US Uniform Gifts To Minors Act, as amended, and its rules and regulations. Underlying Investor. The entity on behalf of whom a Representative Subscriber, if applicable, is subscribing for Shares pursuant to this Subscription Agreement. US Person. For purposes of this Subscription Agreement, a “US Person” is any entity that is a “US Person” as defined under Regulation S, which definition is set forth below. Pursuant to Regulation S, a “US Person” is any (1) natural person resident in the United States; (2) partnership or corporation organized or incorporated under the laws of the United States; (3) estate of which any executor or administrator is a US Person; (4) trust of which any trustee is a US Person; (5) agency or branch of a foreign entity located in the United States; (6) non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a US Person; (7) discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States; and (8) partnership or corporation if (a) organized or incorporated under the laws of any foreign jurisdiction and (b) formed by a US Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by Accredited Investors who are not natural persons, estates or trusts, but does not include: (1) any discretionary or similar account (other than an estate or trust) held for the benefit or account of a non-US Person by a dealer or other professional fiduciary organized, incorporated, or, if an individual, resident in the United States; (2) any estate administered or executed by a professional fiduciary that is a US Person if (a) the estate is governed by foreign law and (b) another executor or administrator of the estate who is not a US Person has sole or shared investment discretion for the assets of the estate; (3) any trust managed by a professional fiduciary that is a US Person, if (a) another trustee who is not a US Person has sole or shared investment discretion for the trust’s assets and (b) no beneficiary of the trust (and no settlor, for revocable trusts) is a US Person; (4) an Employee Benefit Plan established and administered in accordance with the law and customary practices of a country other than the United States; (5) any agency or branch of a ...
