No U.S beneficial interest: if the Subscriber is not a resident of the United States, no U.S. Person, either directly or indirectly, has any beneficial interest in any of the Shares acquired by Subscriber hereunder, nor does the Subscriber have any agreement or understanding (written or oral) with any U.S. Person respecting:
No U.S. Trade or Business and Not a Controlled Foreign Corporation. The Company shall use its best efforts not to take, and to cause CGA not to take, any action which the Company has reason to believe could cause it or CGA to be considered engaged in the conduct of a trade or business in the United States (within the meaning of Code Section 864) or to become a controlled foreign corporation (within the meaning of Code Section 957) ("CFC"); provided, however, that this Section 5.14 shall not apply to any action which affects the election of directors pursuant to Section 12 of the Bye-laws; provided, further, that it is hereby understood that the Company shall not be considered to violate this Section 5.14 in the event that (x) the board of directors of the Company (the "Board") shall, in its sole discretion, request the advice of counsel with respect to a proposed action and counsel determines that such action will more likely than not cause the Company or CGA to be engaged in the conduct of a trade or business in the United States or become a CFC and (y) such proposed action to be taken by the Company receives the prior approval of 75% of the members of the Board then in office (for the sake of clarity, the foregoing imposes no obligation on the Company or the Board to seek the advice of counsel prior to taking any action unless the Company wishes to take advantage of this second proviso to Section 5.14). It is hereby understood that this Section 5.14 does not alter any provision in the Company's Bye-laws and all actions taken in connection herewith must comply with such Bye-laws.
No U.S. Government Procurement Regulations shall be binding on either party unless specifically agreed to in writing prior to incorporation herein.
No U.S. Letter of Credit may be issued if after giving effect thereto the sum of (A) the aggregate outstanding principal amount of U.S. Loans plus (B) the aggregate Letter of Credit Liabilities relating to U.S. Letters of Credit would exceed the Maximum U.S. Available Amount. No Canadian Letter of Credit may be issued if after giving effect thereto the sum of (A) the aggregate outstanding principal amount of Canadian Loans plus (B) the aggregate Letter of Credit Liabilities relating to Canadian Letters of Credit plus (C) the aggregate Bankers' Acceptance Liabilities would exceed the Maximum Canadian Available Amount. On each day during the period commencing with the issuance of any Letter of Credit and until such Letter of Credit shall have expired or been terminated, the U. S. Commitment or Canadian Commitment, as the case may be, of each applicable Lender shall be deemed to be utilized for all purposes hereof in an amount equal to such Lender's Commitment Percentage of the amount then available for drawings under such Letter of Credit (and any unreimbursed drawings under such Letter of Credit).
No U.S. Offering. The Company has not offered any of the Debentures, the Conversion Shares, the Warrants or the Warrant Shares to, or solicited such an offer from, a U.S. Person (as defined in SEC Rule 902(k)) or to a Person in the United States.
No U.S. OFFERING. The Company represents that it has not offered the Securities to the Subscriber in the U.S. or, to the best knowledge of the Company, to any person in the United States or any U.S. person.
No U.S buyers: If you are a citizen, resident of, or a person located or domiciled in, the United States of America, including its states, territories or the District of Columbia or any entity, including, without limitation, any corporation or partnership created or organized in or under the laws of the United States of America, any state or territory thereof or the District of Columbia, you are not eligible to purchase CBIX Tokens, do not purchase or attempt to purchase CBIX Tokens.
No U.S. PURCHASES. WINS TOKENS ARE NOT IN ANY WAY OFFERED TO U.S. PERSONS. U.S. PERSONS ARE STRICTLY PROHIBITED AND RESTRICTED FROM MAKING PAYMENTS, USING WINS SMART CONTRACT AND/OR PURCHASING WINS TOKENS THROUGH THE WEBSITE ON THE BASIS OF THIS AGREEMENT. SELLER IS NEITHER SOLICITING PURCHASES BY U.S. PERSONS NOR TARGETING WINS TOKENS AT U.S. PERSONS IN ANY WAY. IF A U.S. PERSON MAKES PAYMENTS, USES WINS SMART CONTRACT AND/OR PURCHASES WINS TOKENS, SUCH U.S. PERSON DOES SO ON UNLAWFUL, UNAUTHORIZED AND FRAUDULENT BASIS IN VIOLATION OF TERMS OF USE, BUYER’S REPRESENTATIONS UNDER SECTION 5.4 HEREOF, AND THEREFORE THIS AGREEMENT SHALL BE NULL AND VOID. Seller is not bound by this Agreement if either this Agreement has been entered into by U.S. Person as Buyer or any third party acting as Xxxxx has entered into this Agreement or has purchased WINS Tokens on behalf of U.S. Person. Seller may take all necessary and appropriate actions as it deems necessary and in its sole discretion to invalidate this Agreement. Any U.S. Person who makes Payments, uses WINS Smart Contract and/or purchases WINS Tokens or enters into this Agreement on unlawful, unauthorized or fraudulent basis shall be solely liable for, and indemnifies, defends and holds Seller and Seller’s Parties harmless from any Damages that may arise from or is a result of such U.S. Person’s unlawful, unauthorized or fraudulent making of Payments, use of WINS Smart Contract and/or purchase of WINS Tokens. Any U.S. Person who makes Payments, uses WINS Smart Contract and/or purchases WINS Tokens or enters into this Agreement on unlawful, unauthorized or fraudulent basis understands, acknowledges and accepts that it may lose and Seller has the right to retain any and all money and/or other funds, including virtual currency or cryptocurrency, paid for WINS Tokens as a penalty for violation of Terms of Use and misrepresentation hereunder.
No U.S. Loan Party shall use all or any portion of the proceeds of any Loan extended hereunder to purchase or carry margin stock (within the meaning of Regulation U of the Federal Reserve Board) in contravention of Regulation T, U or X of the Federal Reserve Board.
No U.S. INVESTMENT BY FOREIGN SUBSIDIARIES. None of the Russian Ventures has any investment in U.S. property within the meaning of Code Section 956.
