Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Purchased Notes have not been and will not be registered under the Securities Act and may not be offered or sold except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act. Each Initial Purchaser, severally and not jointly, represents and warrants to the Issuer, the Depositor, Conn Appliances and Conn’s, Inc., that it will make offers of the Purchased Notes solely (i) to persons that it reasonably believes to be “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act, and (ii) with respect to the Class A Notes, outside the United States to “non-U.S. persons”, as defined in Regulation S, and pursuant to the requirements of Regulation S. The Initial Purchasers acknowledge that the Purchased Notes shall contain the applicable legends set forth in the Indenture.
Appears in 8 contracts
Samples: Note Purchase Agreement (Conns Inc), Note Purchase Agreement (Conns Inc), Note Purchase Agreement (Conns Inc)
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Purchased Notes have not been and will not be registered under the Securities Act and may not be offered or sold except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act. Each Initial Purchaser, severally and not jointly, represents and warrants to the Issuer, the Depositor, Conn Appliances and Conn’s, Inc., that it will make offers of the Purchased Notes solely (i) to persons that it reasonably believes to be “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act, and (ii) solely with respect to the Class A Notes, outside the United States to “non-U.S. persons”, as defined in Regulation S, and pursuant to the requirements of Regulation S. The Initial Purchasers acknowledge that the Purchased Notes shall contain the applicable legends set forth in the Indenture.
Appears in 4 contracts
Samples: Note Purchase Agreement (Conns Inc), Note Purchase Agreement (Conns Inc), Note Purchase Agreement (Conns Inc)