Non-U.S. Purchaser. The Creditor is outside the United States when receiving and executing this Agreement and the Creditor is not a U.S. Person as defined in Rule 902 of Regulation S. The Creditor acknowledges that the offer and sale of the Note has taken place, and is taking place in an “offshore transaction,” as such term is defined in Regulation S;
Non-U.S. Purchaser. The Purchaser is outside the United States when receiving and executing this Subscription Agreement and the Purchaser is not a U.S. Person as defined in Rule 902 of Regulation S promulgated under the Securities Act and as set forth in Exhibit A attached hereto and made a part hereof;
Non-U.S. Purchaser. The Stock being purchased is being acquired for investment for Purchaser’s own account, not as a nominee or agent, and not for the account or benefit of, a U.S. Person (as defined in Section 9.11), and not with a view to the resale or distribution of any part thereof in the United States (as defined in Section 9.12) or to a U.S. Person, and that Purchaser has no present intention of selling, granting any participation in, or otherwise distributing such Stock.
Non-U.S. Purchaser. The Investor is outside the United States when receiving and executing this Agreement and the Investor is not a U.S. Person as defined in Rule 902 of Regulation S promulgated under the Securities Act and as set forth in Exhibit A attached hereto and made a part hereof.
Non-U.S. Purchaser. KHL hereby represents that it is not a “United States person,” and is not acquiring the Shares for the account or benefit of any “United States person,” as such term is defined in Rule 902 of Regulation S. KHL hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any government or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. KHL’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of KHL’s jurisdiction.
Non-U.S. Purchaser. Bayer hereby represents that it is not a “United States person,” and is not acquiring the Shares for the account or benefit of any “United States person,” as such term is defined in Rule 902 of Regulation X. Xxxxx hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares from KHL, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any government or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. Bayer’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of Bayer’s jurisdiction. The Company, KHL and Bayer acknowledge and agree that no party to this Agreement has made or makes any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in this Article III and the Transaction Documents.
