Common use of Rule 144A Eligibility Clause in Contracts

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Preference Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities and the Guarantees are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for --------------------- resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing TimeDate, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Exchange Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities and Exchange Act of 1934, as amended (the "1934 Act"), or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale --------------------- pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at on the Closing TimeIssue Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and (except for the shares of Common Stock into which they are convertible) will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and except for the shares of Common Stock for which the Securities are exchangeable, will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities of the Issuers that are listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Offered Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing TimeDate, of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) or quoted in a U.S. any automated interdealer quotation system.

Rule 144A Eligibility. The To the Company's knowledge, --------------------- the Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing TimeTime (and, if any Option Securities are purchased, at each Date of Delivery), of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class (within the meaning of Rule 144A under the 1933 Act) as securities of the Company listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.. The Company has been advised by the National Association of Securities Dealers, Inc. PORTAL Market that the Securities will be designated PORTAL eligible securities in accordance with the rules and regulations of the National Association of Securities Dealers, Inc.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A under the Securities Act and will not be, at the Closing TimeDate, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Exchange Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are meet the requirements set forth in Rule 144A as securities eligible for resale pursuant to Rule 144A and will not be, at the Closing TimeDate, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, Exchange Act or quoted in a U.S. automated interdealer quotation system. The Offering Memorandum, as of its date, contains all the information specified in, and meeting the requirements of, Rule 144A(d)(4) under the Act.

Rule 144A Eligibility. The Offered Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at either the Exchange Time or the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934 Act, as amended (the “1934 Act”), or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.system (xxiii)

Rule 144A Eligibility. The Securities and the Guarantees are --------------------- eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, Act or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing TimeTime or at any Date of Delivery, as applicable, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in on a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the any Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Assuming compliance with the representations in Section 3 hereof, the Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing TimeTime of Delivery, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. an automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934 (the “1934 Act”), or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Assuming the accuracy of the Initial Purchasers’ representations hereunder, the Securities are upon their issuance will be eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as 15 11 amended (the "1934 Act"), or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for ------------------------------- resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Timedate of this Agreement, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Exchange Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A (assuming the accuracy of and compliance by the Initial Purchasers with their representations, warranties and covenants in Section 6 hereof) and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the each Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.. (xxiii)

Rule 144A Eligibility. The Assuming the accuracy of the Initial --------------------- Purchaser's covenant in Section 6(a)(i), the Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in on a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing TimeDate, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, Exchange Act or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, Act or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class (within the meaning of Rule 144A under the 1000 Xxx) as securities of the Company listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities Debentures are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the U.S. Securities Exchange Act of 1934, as amended (the "1934 Act"), or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities of the Issuer that are listed on a national securities exchange registered under Section 6 of the 1934 Exchange Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The To the Company's knowledge, the --------------------- Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible --------------------- for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system. Each of the Preliminary Offering Memorandum and the Final Offering Memorandum as of its respective date and each amendment or supplement thereto, as of its date, contains all the information specified, and meeting the requirements of Rule 144A(d)(4) under the 1933 Act.

Rule 144A Eligibility. The Assuming compliance with the --------------------- procedures set forth in Section 6 hereof, the Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A 144A, assuming compliance by the Initial Purchaser with the representations and warranties of the Initial Purchaser and the procedures set forth in Section 6 hereof, and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class (within the meaning of Rule 144A) as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. U.S., automated interdealer inter-dealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "1934 ActACT"), or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities are eligible for resale pursuant to Rule 144A (assuming the accuracy of the representations and warranties of the Initial Purchaser contained herein) and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Solely with respect to matters relating to the eligibility of the Securities for resale pursuant to Rule 144A which are under the Company's control, the Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Offered Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing TimeDate, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, Exchange Act or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 and the procedures set forth in Section 6 hereof, the Original Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer quotation system.

Rule 144A Eligibility. The Securities Shares are eligible for resale pursuant to Rule 144A and will not be, at the Closing Time, of the same class as securities listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "1934 Act"), or quoted in a U.S. automated interdealer quotation system.