Offering by Initial Purchaser Clause Samples
The 'Offering by Initial Purchaser' clause defines the rights and responsibilities of the initial purchaser regarding the sale or distribution of securities acquired from the issuer. Typically, this clause outlines the manner in which the initial purchaser may resell or offer the securities to other investors, including any restrictions or conditions imposed on such offerings, such as compliance with securities laws or limitations on public solicitation. Its core practical function is to clarify the scope of the initial purchaser's authority in marketing and reselling the securities, thereby ensuring regulatory compliance and managing the issuer's exposure to potential liability.
Offering by Initial Purchaser. (a) The Initial Purchaser acknowledges that the Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
(b) The Initial Purchaser represents and warrants to and agrees with the Company that:
(i) it has not offered or sold, and will not offer or sell, any Notes within the United States or to, or for the account or benefit of, U.S. persons (x) as part of their distribution at any time or (y) otherwise until 40 days after the later of the commencement of the offering and the date of closing of the offering except to those persons whom it reasonably believes to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or if any such person is buying for one or more institutional accounts for which such person is acting as a fiduciary or agent, only when such person has represented to it that each such account is a qualified institutional buyer to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A and, in each case, in transactions in accordance with Rule 144A;
(ii) neither it nor any person acting on its behalf has made or will make offers or sales of the Notes in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States or in any manner involving a public offering within the meaning of Section 4(2) of the Act;
(iii) in connection with each sale pursuant to Section 5A(b)(i), it has taken or will take reasonable steps to ensure that the purchaser of such Notes is aware that such sale is being made in reliance on Rule 144A;
(iv) it is an institutional “accredited investor” (as defined in 501(a) of Regulation D).
(c) The Initial Purchaser represents and warrants that, (i) on and prior to the Closing Date, it has made offers and sales of the Notes, and has delivered the Final Memorandum, only to the Subsequent Purchasers and (ii) it will not deliver the Final Memorandum in connection with any subsequent offers or sales of the Notes.
Offering by Initial Purchaser. (a) Each Initial Purchaser acknowledges that the Securities have not been and will not be registered under the Act and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Offering by Initial Purchaser. The Initial Purchaser proposes to make an offering of the Securities at the price and upon the terms set forth in the Offering Memorandum as soon as practicable after this Agreement is entered into and as, in the judgment of the Initial Purchaser, is advisable.
Offering by Initial Purchaser. The Initial Purchaser represents and warrants to and agrees with the Issuers that:
(a) It is an "accredited investor" within the meaning of Rule 501(a)(1) of the Act.
(b) It has not offered or sold, and will not offer or sell, any Securities except (i) to those it reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Act) and that, in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale is being made in reliance on Rule 144A; or (ii) in accordance with the restrictions set forth in Exhibit A hereto.
(c) Neither it nor any person acting on its behalf (i) has made or will make offers or sales of the Securities in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States or (ii) has engaged or will engage in any directed selling efforts with respect to the Securities, and each such person has complied and will comply with the offering restrictions of Rule 144A.
Offering by Initial Purchaser. The Initial Purchaser represents and warrants to and agrees with the Issuer and the Company that:
(a) It is an "accredited investor" as that term is defined in Regulation D under the Act.
(b) It has not offered or sold, and will not offer or sell, any Securities except to those it reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Act) and that, in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale is being made in reliance on Rule 144A. In the case of a non-bank purchaser of a Security acting as a fiduciary for one or more third parties, in connection with an offer and sale to such purchaser pursuant, such party or parties shall be a qualified institutional buyer(s).
(c) No sale of the Securities to any one purchaser will be for less than U.S. $100,000 principal amount. If the purchaser is a non-bank fiduciary acting on behalf of others, each person for whom it is acting must purchase at least $100,000 principal amount of the Securities.
(d) Neither it nor any person acting on its behalf has made or will make offers or sales of the Securities in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States.
Offering by Initial Purchaser. It is understood that the Initial Purchaser proposes to offer the Series A Notes for sale only to Eligible Purchasers as set forth in the Final Memorandum.
Offering by Initial Purchaser. The Initial Purchaser represents and warrants to and agrees with the Company and the Guarantor that:
(a) It has not offered or sold, and, until the Securities are registered under the Act as described in the Offering Circular under the caption “Description of Notes – Registration Rights,” will not offer or sell, any Securities except (i) to those it reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Act) and that, in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale is being made in reliance on Rule 144A; or (ii) in accordance with the restrictions set forth in Exhibit A hereto.
(b) Neither it nor any person acting on its behalf has made or will make offers or sales of the Securities in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States.
Offering by Initial Purchaser. The Initial Purchaser represents and warrants to, severally and not jointly, and agrees with, severally and not jointly, the Issuers that:
(a) It has not offered or sold, and will not offer or sell, any Securities except (i) to those it reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Act) and that, in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale is being made in reliance on Rule 144A; or (ii) in accordance with the restrictions set forth in Exhibit A hereto;
(b) Neither it nor any person acting on its behalf has made or will make offers or sales of the Securities in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States; and