Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed by the Issuer pursuant to the Offering Memorandum and (ii) sold, initially only to (1) QIBs in reliance on Rule 144A and (2) outside the United States to Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501 or as otherwise permitted by the Issuer in connection with a transfer exempt from registration under the Securities Act. Additional Notes offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one or more agreements in accordance with applicable law.
Appears in 3 contracts
Samples: Indenture (Dana Inc), Indenture (Dana Inc), Dana Inc
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be (i) privately placed by the Issuer pursuant to the Offering Memorandum and (ii) sold, initially only to (1) QIBs in reliance on Rule 144A and (2) outside the United States to Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501 or as otherwise permitted by the Issuer in connection with a transfer exempt from registration under the Securities Act. Additional Notes offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one or more agreements in accordance with applicable law.
Appears in 1 contract
Samples: Dana Holding Corp
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof Issue Date will be (i) privately placed sold by the Issuer Company pursuant to the Offering Memorandum offering memorandum, dated August 6, 2020, relating to the issuance of the Notes and (ii) soldresold, initially only to (1) QIBs in reliance on Rule 144A and (2) outside the United States to Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501 or as otherwise permitted by the Issuer Company in connection with a transfer exempt from registration under the Securities Act. Additional Notes offered after the date hereof Issue Date may be offered and sold by the Issuer Company from time to time pursuant to one or more agreements in accordance with applicable law.
Appears in 1 contract
Samples: Renal Treatment (Davita Inc.)
Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof Issue Date will be (i) privately placed sold by the Issuer Company pursuant to the Offering Memorandum offering memorandum, dated May 26, 2020, relating to the issuance of the Notes and (ii) soldresold, initially only to (1) QIBs in reliance on Rule 144A and (2) outside the United States to Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501 or as otherwise permitted by the Issuer Company in connection with a transfer exempt from registration under the Securities Act. Additional Notes offered after the date hereof Issue Date may be offered and sold by the Issuer Company from time to time pursuant to one or more agreements in accordance with applicable law.
Appears in 1 contract
Samples: Davita Inc.