Qualified Institutional Buyer. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that it is a "qualified institutional buyer" within the meaning of Rule 144A under the 1933 Act (a "Qualified Institutional Buyer") and an "accredited investor" within the meaning of Rule 501(a) under the 1933 Act (an "Accredited Investor").
Qualified Institutional Buyer. Purchaser is a "qualified ----------------------------- institutional buyer", as such term is defined in Rule 144A promulgated under the Securities Act.
Qualified Institutional Buyer. Each Holder is (a) a “qualified institutional buyer” within the meaning of Rule 144A promulgated under the Securities Act, and (b) an “Institutional Account” as defined in FINRA Rule 4512(c). The Undersigned and each Holder is aware that issuance of the Exchange Shares is being made in reliance on a private placement exemption from registration under the Securities Act. Each Holder is acquiring the Exchange Shares for its own account, and not with a view toward, or for sale in connection with, any distribution thereof in violation of any federal or state securities or “blue sky” law. Each Holder is capable of bearing the economic risks of such investment. The Holder agrees not to reoffer or resell the Exchange Shares except pursuant to an exemption from registration under the Securities Act.