Common use of COVENANTS OF THE INITIAL PURCHASERS Clause in Contracts

COVENANTS OF THE INITIAL PURCHASERS. (a) Each Initial Purchaser severally acknowledges that the Securities have not been and will not be registered under the Securities Act and severally agrees that it, its affiliates and any person acting on its or their behalf: (i) will not offer or sell the Securities in the United States by any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) if the Securities Act; and (ii) will offer or sell the Securities only to persons whom it reasonably believes to be qualified institutional buyers ("QIBS") within the meaning of Rule 144A under the Securities Act in compliance with Rule 144A or in offshore transactions to non-U.S. persons in reliance on Regulation S.

COVENANTS OF THE INITIAL PURCHASERS. (a) Each Initial Purchaser severally acknowledges that the Securities have not been and will not be registered under the Securities Act and severally agrees that it, its affiliates and any person acting on its or their behalf: (i) will not offer or sell the Securities in the United States by any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) if the Securities Act; and (ii) will offer or sell the Securities only to persons whom it reasonably believes to be qualified institutional buyers ("QIBSQIBs") within the meaning of Rule 144A under the Securities Act in compliance with Rule 144A or in offshore transactions to non-U.S. persons in reliance on Regulation S.

COVENANTS OF THE INITIAL PURCHASERS. (a) Each Initial Purchaser severally acknowledges that the Securities have not been and will not be registered under the Securities Act and severally agrees that it, its affiliates and any person acting on its or their behalf: (i) will not offer or sell the Securities in the United States by any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) if the Securities Act; and (ii) will offer or sell the Securities only to persons whom it reasonably believes to be qualified institutional buyers ("QIBS"“QIBs”) within the meaning of Rule 144A under the Securities Act in compliance with Rule 144A or in offshore transactions to non-U.S. persons in reliance on Regulation S.