Sales by Buyers. Each Buyer will sell any Securities sold by it in compliance with applicable prospectus delivery requirements, if any, or otherwise in compliance with the requirements for an exemption from registration under the Securities Act and the rules and regulations promulgated thereunder. No Buyer will make any sale, transfer or other disposition of the Securities in violation of the federal or state securities laws.
Sales by Buyers. Each Buyer will sell any Securities sold by it in compliance with applicable prospectus delivery requirements, if any, or otherwise in compliance with the requirements for an exemption from registration under the Securities Act and the rules and regulations promulgated thereunder. No Buyer will make any sale, transfer or other disposition of the Securities in violation of the federal or state securities laws. In the event that the Company is required by a regulatory agency or in a legal proceeding to provide information as to the availability of an exemption for the issuance of the Notes or for any Exempt Resale or for any transfers of Securities by a Buyer, each Buyer will cooperate with the Company in providing such written certifications as the Company may reasonably request following the transfer of any Securities by a Buyer in order for the Company to confirm the continuing compliance by each Buyer with its agreements relating to transfers of the Securities.
Sales by Buyers. Each Buyer will offer the Securities for resale only upon the terms and conditions set forth in the Transaction Documents or as otherwise permitted by applicable law or regulation and, if required, pursuant to prospectus delivery requirements. Each Buyer will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by such Buyer to be a QIB or (B) persons reasonably believed by such Buyer to be an Accredited Investor or (C) persons reasonably believed by such Buyer to be non-U.S. persons referred to in Regulation S under the 1933 Act, and in connection with each such sale, it will take reasonable steps to ensure that the purchaser of such Notes is aware that such sale is being made in reliance on Rule 144A, Regulation D or Regulation S, as applicable.
