Common use of Offering by Initial Purchasers Clause in Contracts

Offering by Initial Purchasers. (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. (b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company that: (i) it has not offered or sold, and will not offer or sell, any Securities within the United States as part of their distribution at any time except: (A) in the case of sales to those it reasonably believes to be “qualified institutional buyers” as permitted by Rule 144A under the Act or (B) in accordance with Rule 903 of Regulation S; (ii) 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 General Solicitation; (iii) in connection with each sale pursuant to Section 4(b)(i)(A), it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale may be made in reliance on Rule 144A; (iv) neither it, nor any of its Affiliates nor any person acting on their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities; and (v) it is an “accredited investor” (as defined in Rule 501(a) of Regulation D).

Offering by Initial Purchasers. (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. (b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company that: (i) it has not offered or sold, and will not offer or sell, any Securities within the United States as part of their distribution at any time except: (A) in the case of sales except to those it reasonably believes to be “qualified institutional buyers” (as permitted by defined in Rule 144A under the Act or (B) in accordance with Rule 903 of Regulation SAct); (ii) 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 General Solicitationany form of general solicitation or general advertising (within the meaning of Regulation D) in the United States; (iii) in connection with each sale pursuant to Section 4(b)(i)(A4(b)(i), it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale may be made in reliance on Rule 144A; (iv) neither it, nor any of its Affiliates nor any person acting on their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities; and (v) it is an “accredited investor” (as defined in Rule 501(a) of Regulation D).;

Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities and any shares of Common Stock issuable upon conversion thereof have not been and will not be registered under the Act and may not be offered or sold within the United States, States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act. (b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company that: (i) it has not offered or sold, and will not offer or sell, any Securities within the United States as part of their distribution at any time except: (A) in the case of sales except to those it reasonably believes to be “qualified institutional buyers” (as permitted by defined in Rule 144A under the Act or (B) in accordance with Rule 903 of Regulation SAct); (ii) 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 General Solicitationany form of general solicitation or general advertising (within the meaning of Regulation D) in the United States; (iii) in connection with each sale pursuant to Section 4(b)(i)(A4(b)(i), it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale may be made in reliance on Rule 144A; (iv) neither it, nor any of its Affiliates nor any person acting on their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities; and (v) it is an “accredited investor” (as defined in Rule 501(a) of Regulation D).;

Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities and the Common Stock issuable upon conversion thereof have not been and will not be registered under the Act and may not be offered or sold within the United StatesStates 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 Act. (b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company that: (i) it has not offered or sold, and will not offer or sell, any Securities within the United States as part of their distribution at any time except: (A) in the case of sales except to those it reasonably believes to be “qualified institutional buyers” (as permitted by defined in Rule 144A under the Act or (B) in accordance with Rule 903 of Regulation SAct); (ii) 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 General Solicitationany form of general solicitation or general advertising (within the meaning of Regulation D) in the United States; (iii) in connection with each sale pursuant to Section 4(b)(i)(A), it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale may be made in reliance on Rule 144A; (iv) neither it, nor any of its Affiliates nor any person acting on their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities; and (v) it is an “accredited investor” (as defined in Rule 501(a) of Regulation D); (v) neither it nor any person acting on its behalf, without the prior written consent of the Company, has given or will give to any prospective purchaser of the Securities any written information concerning the offering of the Securities other than materials contained in the Disclosure Package, the Final Memorandum or any other offering materials consented to in writing by the Company.

Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities and the Common Stock issuable upon mandatory conversion thereof have not been and will not be registered under the Act and may not be offered or sold within the United States, States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act. (b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company that: (i) it has not offered or sold, and will not offer or sell, any Securities within the United States as part of their distribution at any time except: (A) except in the case of sales to those it reasonably believes to be “qualified institutional buyers” as permitted by in Rule 144A under the Act or (B) in accordance with Rule 903 of Regulation SAct; (ii) 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 General Solicitation, other than any General Solicitation included in Schedule IV hereto; (iii) in connection with each sale pursuant to Section 4(b)(i)(A4(b)(i), it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale may be made in reliance on Rule 144A; (iv) neither it, nor any of its Affiliates nor any person acting on their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities; and (viv) it is an “accredited investor” (as defined in Rule 501(a) of Regulation D).

Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities and the Common Stock issuable upon conversion thereof 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. (b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company that: (i) it has not offered or sold, and will not offer or sell, any Securities within the United States States, as part of their distribution at any time except: (A) in the case of sales time, except to those it reasonably believes to be “qualified institutional buyers” (as permitted by defined in Rule 144A under the Act or (BAct) in accordance with Rule 903 of Regulation S; (ii) 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 General Solicitation; (iii) and in connection with each sale pursuant to Section 4(b)(i)(A)such sale, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale may be made in reliance on Rule 144A; (ivii) neither it, nor any of its Affiliates it nor any person acting on their its behalf has engaged made or will engage in make offers or sales of the Securities by means of any directed selling efforts form of general solicitation or general advertising (within the meaning of Section 502(c) of Regulation S) with respect to the SecuritiesD); and (viii) it is an “accredited investor” (as defined in Rule 501(a) of Regulation D).

Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities and the Common Stock issuable upon conversion thereof have not been and will not be registered under the Act and may not be offered or sold within the United States, States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act. (b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company that: (i) it has not offered or sold, and will not offer or sell, any Securities within the United States as part of their distribution at any time except: (A) in the case of sales except to those it reasonably believes to be “qualified institutional buyers” (as permitted by defined in Rule 144A under the Act or (B) in accordance with Rule 903 of Regulation SAct); (ii) 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 General Solicitationany form of general solicitation or general advertising (within the meaning of Regulation D) in the United States; (iii) in connection with each sale pursuant to Section 4(b)(i)(A)sale, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale may be made in reliance on Rule 144A; (iv) neither it, nor any of its Affiliates nor any person acting on their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities; and (v) it is an “accredited investor” (as defined in Rule 501(a) of Regulation D); and (v) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets A▇▇ ▇▇▇▇ (the “FSMA”)) received by it in connection with the issue or sale of any Securities, in circumstances in which Section 21(1) of the FSMA does not apply to the Company.

Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities and the Common Stock issuable upon conversion thereof have not been and will not be registered under the Act and may not be offered or sold within the United Statessold, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act. (b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company that: (i) it has not offered or sold, and will not offer or sell, any Securities within the United States as part of their distribution at any time except: (A) in the case of sales except to those it reasonably believes to be “"qualified institutional buyers” " (as permitted by defined in Rule 144A under the Act or (B) in accordance with Rule 903 of Regulation S144A); (ii) 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 General Solicitationany form of general solicitation or general advertising (within the meaning of Regulation D); (iii) in connection with each sale pursuant to Section 4(b)(i)(A)of Securities, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale may be is being made in reliance on Rule 144A; (iv) neither it, nor any information provided by the Initial Purchasers to publishers of its Affiliates nor any person acting on their behalf has engaged or will engage in any directed selling efforts (within publicly available databases about the meaning terms of Regulation S) with respect the Securities shall include a statement that the Securities have not been registered under the Act and are subject to the Securities; andrestrictions under Rule 144A; (v) it acknowledges that additional restrictions on the offer and sale of the Securities and the Common Stock issuable upon conversion thereof are described in the Final Memorandum; and (vi) it is an “"accredited investor” " (as defined in Rule 501(a) of Regulation D).

Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities and the Common Stock issuable upon conversion thereof have not been and will not be registered under the Act and may not be offered or sold within the United StatesStates 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 Act. (b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company that: (i) it has not offered or sold, and will not offer or sell, any Securities within the United States as part of their distribution at any time except: (A) in the case of sales except to those it reasonably believes to be “qualified institutional buyers” (as permitted by defined in Rule 144A under the Act or (B) in accordance with Rule 903 of Regulation SAct); (ii) 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 General Solicitationany form of general solicitation or general advertising (within the meaning of Regulation D) in the United States; (iii) in connection with each sale pursuant to Section 4(b)(i)(A), it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale may be made in reliance on Rule 144A; (iv) neither it, nor any of its Affiliates nor any person acting on their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities; and (v) it is an “accredited investor” (as defined in Rule 501(a) of Regulation D); and (v) neither it nor any person acting on its behalf, without the prior written consent of the Company, has given or will give to any prospective purchaser of the Securities any written information concerning the offering of the Securities other than materials contained in the Disclosure Package, the Final Memorandum or any other offering materials consented to in writing by the Company.