Common use of Offering of Securities; Restrictions on Transfer Clause in Contracts

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, or those made with the prior written consent of the Company, or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act and (ii) it will offer and sell such Securities only to persons that it reasonably believes to be QIBs, that, in purchasing such Securities, are deemed to have represented and agreed as provided in the Final Memorandum under the captions “Notice to Investors” and “Transfer Restrictions.”

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, or those made with the prior written consent of the Company, or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act Act, and (ii) it will offer and sell such Securities only to persons that it reasonably believes to be QIBsQIBs that, thatin each case, in purchasing such Securities, Securities are deemed to have represented and agreed as provided in the Final Memorandum under the captions “Notice to Investors” and “Transfer Restrictions.”

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, or those made with the prior written consent of the Company, or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act Act, and (ii) it will offer and sell such Securities in the United States only to persons that it reasonably believes to be QIBs, that, that in purchasing such Securities, Securities are deemed to have represented and agreed as provided in the Final Memorandum under the captions “Notice to Investors” and “Transfer Restrictions”.”

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, or those made with the prior written consent of the Company, or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act and (ii) it will offer and sell such Securities in the United States only to persons that it reasonably believes to be QIBs, that, QIBs that in purchasing such Securities, Securities are deemed to have represented and agreed as provided in the Final Memorandum under the captions “Notice to Investors” and “Transfer Restrictions”.”

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, form of general solicitation or general advertising (as those made with terms are used in Regulation D under the prior written consent of the Company, Securities Act) or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act and (ii) it will offer and sell solicit offers for such Securities only to from, and will offer such Securities only to, persons that it reasonably believes to be QIBs, that, QIBs that in purchasing such Securities, Securities are deemed to have represented and agreed as provided in the Final Memorandum under the captions “Notice to Investors” and “Transfer Restrictions”.”

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, or those made with the prior written consent of the Company, or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act and (ii) it will offer and sell such Securities only to persons that it reasonably believes to be QIBs, QIBs that, in purchasing such Securities, are deemed to have represented and agreed as provided in the Final Memorandum under the captions “Notice to Investors” and “Transfer Restrictions”.”

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, or those made with the prior written consent of the Company, or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act and (ii) it will offer and sell solicit offers for such Securities only to from, and will offer such Securities only to, persons that it reasonably believes to be QIBs, that, QIBs that in purchasing such Securities, Securities are deemed to have represented and agreed as provided in the Final Memorandum under the captions “Notice to Investors” and “Transfer Restrictions”.”

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, form of general solicitation or general advertising (as those made with terms are used in Regulation D under the prior written consent of the Company, Securities Act) or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act and (ii) it will offer and sell solicit offers for such Securities only to from, and will offer such Securities only to, persons that it reasonably believes to be QIBs, that, QIBs that in purchasing such Securities, Securities are deemed to have represented and agreed as provided in the Final Offering Memorandum under the captions “Notice to Investors” and caption “Transfer Restrictions”.”

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, or those made with the prior written consent of the Company, or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act and (ii) it will offer and sell such Securities only in the United States and only to persons that it reasonably believes to be QIBs, thatwhom, in each case, in purchasing such Securities, Securities are deemed to have represented and agreed as provided in the Final Memorandum under the captions caption “Notice to Investors” and “Transfer Restrictions”.”

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than (x) a permitted communication listed on Schedule II hereto, or (y) those made with the prior written consent of the Company, or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act Act, and (ii) it will offer and sell such Securities in the United States only to persons that it reasonably believes to be QIBs, QIBs and that, in purchasing such Securities, Securities are deemed to have represented and agreed as provided in the Final Memorandum under the captions “Notice to Investors” and “Transfer Restrictions”.”

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not sell, offer for sale, solicit offers forto buy or otherwise negotiate in respect of, any security (as defined in the Securities Act) which is or offer will be integrated with the sale of the Securities in a manner that would require the registration under the Securities Act of the Securities, (ii) offer, solicit offers to buy or sell, such sell the Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, form of general solicitation or general advertising (as those made with terms are used in Regulation D under the prior written consent of the Company, Securities Act) or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act and Act, (iiiii) it will offer and sell solicit offers for such Securities only to from, and will offer such Securities only to, persons that it reasonably believes to be QIBs, that, QIBs that in purchasing such Securities, Securities are deemed to have represented and agreed as provided in the Final Memorandum under the captions caption “Notice to Investors” and “Transfer Restrictions”.”

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”)) and an accredited investor within the meaning of Rule 501(a) of Regulation D of the Securities Act. Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not make any General Solicitation, or solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, or those made with the prior written consent of the Company, or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act and (ii) it will offer and sell such Securities only to to, persons that it reasonably believes to be QIBs, that, QIBs that in purchasing such Securities, Securities are deemed to have represented and agreed as provided in the Final Memorandum under the captions “Notice to Investors” and “Transfer Restrictions”.”

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication Permitted General Solicitation listed on Schedule II hereto, or those made with the prior written consent of the Company, or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act and Act, (ii) it will offer and sell such Securities only to persons that it reasonably believes to be QIBs, that, QIBs that in purchasing such Securities, Securities are deemed to have represented and agreed as provided in the Final Memorandum under the captions “Notice to Investors” and “Transfer Restrictions.”

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, form of general solicitation or general advertising (as those made with terms are used in Regulation D under the prior written consent of the Company, Securities Act) or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act and (ii) it will offer and sell solicit offers for such Securities only to from, and will offer such Securities only to, persons that it reasonably believes to be QIBs, that, QIBs that in purchasing such Securities, Securities are deemed to have represented and agreed as provided in the Final Memorandum under the captions caption “Transfer Restrictions; Notice to Investors” and “Transfer Restrictions.”

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, form of general solicitation or general advertising (as those made with terms are used in Regulation D under the prior written consent of the Company, Securities Act) or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act and (ii) it will offer and sell solicit offers for such Securities only to from, and will offer such Securities only to, persons that it reasonably believes to be QIBs, that, that in connection with purchasing such Securities, Securities are deemed to have represented and agreed as provided in the Final Memorandum under the captions caption “Transfer Restrictions; Notice to Investors” and “Transfer Restrictions”.”

Offering of Securities; Restrictions on Transfer. (a) Each a)Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, or those made with the prior written consent of the Company, or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act and (ii) it will offer and sell such Securities only to persons that it reasonably believes to be QIBs, QIBs that, in purchasing such Securities, are deemed to have represented and agreed as provided in the Final Memorandum under the captions “Notice to Investors” and “Transfer Restrictions”.”

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, form of general solicitation or general advertising (as those made with terms are used in Regulation D under the prior written consent of the Company, Securities Act) or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act and (ii) it will offer and sell solicit offers for such Securities only to from, and will offer such Securities only to, persons that it reasonably believes to be QIBs, that, QIBs that in purchasing such Securities, Securities are deemed to have represented and agreed as provided in the Final Memorandum under the captions “Notice to Investors” and caption “Transfer Restrictions.”, and it has taken or will take reasonable steps to ensure that the purchaser of such Securities are aware that such sale is being made in reliance on Rule 144A.

Offering of Securities; Restrictions on Transfer. (a) Each The Initial Purchaser, severally and not jointly, Purchaser represents and warrants that such Initial Purchaser it is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each The Initial Purchaser, severally and not jointly, Purchaser agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, or those made with the prior written consent of the Company, or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act and Act, (ii) it will offer and sell such Securities in accordance with Rule 144A under the Securities Act only to persons that it reasonably believes to be QIBs, that, QIBs and that in purchasing such Securities, Securities are deemed to have represented and agreed as provided in the Final Memorandum under the captions “Notice to Investors” and “Transfer Restrictions”.”

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, or those made with the prior written consent of the Company, or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act and (ii) it will offer and sell such Securities only in the United States and only to persons that it reasonably believes to be QIBs, thatwhom, in each case, in purchasing such Securities, Securities are deemed to have represented and agreed as provided in the Final Memorandum under the captions caption “Notice to Investors” and “Transfer Restrictions.”

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, or those made with the prior written consent of the Company, or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act and (ii) Act, it will offer and sell such Securities in the United States only to persons that it reasonably believes to be QIBs, that, in purchasing such Securities, Securities are deemed to have represented and agreed as provided in the Final Memorandum under the captions “Notice to Investors” and “Transfer Restrictions”.”

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, or those made with the prior written consent of the Company, or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act and (ii) it will offer and sell such Securities only to persons that it reasonably believes to be QIBs, QIBs that, in purchasing such Securities, are deemed to have represented and agreed as provided in the Final Memorandum under the captions “Notice to Investors” and “Transfer Restrictions”.”

Offering of Securities; Restrictions on Transfer. (afff) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “"QIB”"). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, form of general solicitation or general advertising (as those made with terms are used in Regulation D under the prior written consent of the Company, Securities Act) or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act and (ii) it will offer and sell solicit offers for such Securities only to from, and will offer such Securities only to, persons that it reasonably believes to be QIBs, that, in purchasing such Securities, Securities are deemed to have represented and agreed as provided in the Final Memorandum under the captions “caption "Notice to Investors” and “Transfer Restrictions".”

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, or those made with the prior written consent of the Company, or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act and (iii) it will offer and sell such Securities only to persons that it reasonably believes to be QIBs, QIBs that, in purchasing such Securities, are deemed to have represented and agreed as provided in the Final Memorandum under the captions “Notice to Investors” and “Transfer Restrictions”.”

Offering of Securities; Restrictions on Transfer. (aiii) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “"QIB”"). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, form of general solicitation or general advertising (as those made with terms are used in Regulation D under the prior written consent of the Company, Securities Act) or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act and (ii) it will offer and sell solicit offers for such Securities only to from, and will offer such Securities only to, persons that it reasonably believes to be QIBs, that, in purchasing such Securities, Securities are deemed to have represented and agreed as provided in the Final Memorandum under the captions “Notice to Investors” and “caption "Transfer Restrictions".”

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each The Initial PurchaserPurchasers, severally and not jointly, agrees agree with the Company that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, form of general solicitation or general advertising (as those made with terms are used in Regulation D under the prior written consent of the Company, Securities Act) or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act and (ii) it will offer and sell solicit offers for such Securities only to from, and will offer such Securities only to, persons that it reasonably believes to be QIBs, that, QIBs that in purchasing such Securities, Securities are deemed to have represented and agreed as provided in the Final Memorandum under the captions “Notice to Investors” and caption “Transfer Restrictions”.”

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it will not make any General Solicitation, or solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, or those made with the prior written consent of the Company, or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act and (ii) it will offer and sell such Securities only to to, persons that it reasonably believes to be QIBs, that, QIBs that in purchasing such Securities, Securities are deemed to have represented and agreed as provided in the Final Memorandum under the captions “Notice to Investors” and “Transfer Restrictions”.”

Offering of Securities; Restrictions on Transfer. (a) Each Initial Purchaser, severally and not jointly, represents and warrants that such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). Each Initial Purchaser, severally and not jointly, agrees with the Company Issuer and the Guarantors that (i) it will not solicit offers for, or offer or sell, such Securities by any General Solicitation, other than a permitted communication listed on Schedule II hereto, or those made with the prior written consent of the Company, Issuer and the Guarantors or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act Act, and (ii) it will offer and sell such Securities only to persons that it reasonably believes to be QIBs, that, QIBs that in purchasing such Securities, Securities are deemed to have represented and agreed as provided in the Time of Sale Memorandum and the Final Memorandum under the captions “Notice to Investors” and caption “Transfer Restrictions.”