Common use of Qualified Purchasers Clause in Contracts

Qualified Purchasers. The Placement Agent has not offered or sold and will not arrange for the offer or sale of the Capital Securities except (a) to those the Placement Agent reasonably believes are “qualified purchasers” within the meaning of Section 2(a)(51) of the Investment Company Act and (b)(i) to those the Placement Agent reasonably believes are institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D), (ii) in an offshore transaction complying with Rule 903 of Regulation S, or (iii) in any other manner that does not require registration of the Capital Securities under the Securities Act. In connection with each such sale, the Placement Agent has taken or will take reasonable steps to ensure that the respective purchaser is aware that (y) such sale is being made in reliance on an exemption under the Securities Act and (z) future transfers of the Capital Securities will not be made except in compliance with applicable securities laws.