U.S. Purchaser definition

U.S. Purchaser means any purchaser of the Offered Securities that is, or is acting for the account or benefit of, a person in the United States, or any person offered the Offered Securities in the United States.

U.S. Purchaser is (a) any U.S. Person that purchased Units, (b) any person that purchased Units on behalf of any U.S. Person or any person in the United States, (c) any purchaser of Units that received an offer of the Units while in the United States, (d) any person that was in the United States at the time the purchaser’s buy order was made or the subscription agreement for Units was executed or delivered;

U.S. Purchaser is: (a) any U.S. Person, (b) any person purchasing the Note on behalf of any U.S. Person, (c) any person that receives or received an offer of the Note while in the United States, or (d) any person that is in the United States at the time the Subscriber’s buy order was made or this Agreement was executed or delivered. The Subscriber understands and agrees that none of the Securities have been or will be registered under the 1933 Act, or applicable state, provincial or foreign securities laws, and the Securities are being offered and sold to the Subscriber in reliance upon the exemption provided in Section 4(a)(2) of the 1933 Act and Rule 506 of Regulation D under the 1933 Act for non-public offerings. The Securities are being offered and sold within the United States only to “accredited investors” as defined in Rule 501(a) of Regulation D. The Securities offered hereby are not transferable except in accordance with the restrictions described herein and the Agreement. The Subscriber represents, warrants, covenants and certifies (which representations, warranties, covenants and certifications will survive the Closing) to the Issuer (and acknowledges that the Issuer is relying thereon) that:

Examples of U.S. Purchaser in a sentence

• The US Purchaser shall be treated for U.S. federal income Tax purposes as the owner of all amounts deposited with the Escrow Agent prior to the release of such amounts and shall be entitled to a quarterly tax distribution from any interest or earnings paid on the Escrow Fund, subject to and in accordance with the Escrow Agreement.

• Without limitation of the foregoing, in the event the Seller or any of its Affiliates receives any payment in respect of any Purchased Asset, the Seller shall promptly deliver such payment to an account designated in writing by the US Purchaser by wire transfer of immediately available funds.

• If the Seller or the US Purchaser, as applicable, and the Indemnified Parties reach an agreement, a memorandum setting forth such agreement shall be prepared and signed by all applicable parties (any claims covered by such an agreement, “Settled Claims”).

• By virtue of this Agreement and without any act of the Seller, at the Closing, the US Purchaser shall deposit with the Escrow Agent the Escrow Amount as security for the Net Working Capital Amount adjustment set forth in Section 1.10 and the indemnification obligations of the Seller provided for in Article V.

• Prior to any such transfer in accordance with this Section 1.4(b), the Seller or its Affiliates receiving or possessing such asset or right shall hold such asset in trust for the US Purchaser.

More Definitions of U.S. Purchaser

U.S. Purchaser means any purchaser of Subscription Receipts who is a U.S. Person, a person in the United States or a person purchasing the Subscription Receipts for the account or benefit of a U.S. Person;

U.S. Purchaser means an original purchaser of the units of which the Warrants comprise a part who was, at the time of purchase, (a) a U.S. Person, (b) any person purchasing such units on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States, (c) any person who receives or received an offer to acquire such units while in the United States, and (d) any person who was in the United States at the time such person’s buy order was made or the subscription agreement pursuant to which such units were acquired was executed or delivered;

U.S. Purchaser means an original purchaser of Debentures who was, at the time of purchase: (i) a person purchasing the Debentures in the United States or a U.S. Person; (ii) a person purchasing Debentures on behalf of, or for the account or benefit of, any person in the United States or a U.S. Person; (iii) a person that received an offer to purchase the Debentures while in the United States; or (iv) a person that was in the United States at the time such person's buy order was made or the subscription for the Debentures was executed or delivered;

U.S. Purchaser means (a) any U.S. Person that purchased Debentures, (b) any person that purchased Debentures on behalf or for the account of any U.S. Person or any person in the United States, (c) any purchaser of Debentures that received an offer for the Debentures while in the United States, (d) any person that was in the United States at the time the purchaser’s buy order was made or the subscription agreement for Debentures was executed or delivered;

U.S. Purchaser means (i) any person that purchased the Special Warrants in the United States, (ii) any person that purchased Special Warrants on behalf of any person in the United States, (iii) any person that received any offer of the Special Warrants while in the United States, (iv) any person that was in the United States at the time the subscribers’ buy order was made or the subscription agreement was executed or delivered in connection with the purchase of Special Warrants, and (v) any U.S. Person that purchased the Special Warrants;

U.S. Purchaser means an original purchaser of Units of which the Warrants comprise a part who was, at the time of purchase, either an Institutional Accredited Investor or a Qualified Institutional Buyer and (a) a U.S. Person, (b) any person purchasing such Units on behalf of, or for the account or benefit of, any U.S. Person or any person in the United States, (c) any person who receives or received an offer to acquire such Units while in the United States, and (d) any person who was in the United States at the time such person's buy order was made or the subscription agreement pursuant to which such Units were acquired was executed or delivered;

U.S. Purchaser as defined in Section 2.19(c).