Common use of Offering by the Initial Purchaser Clause in Contracts

Offering by the Initial Purchaser. (a) The Initial Purchaser represents and warrants to the Company and the Guarantors that it is a qualified institutional buyer (a "QIB") within the meaning of Rule 144A and an "accredited investor" within the meaning of Rule 501(a) under the Securities Act. It is understood that the Initial Purchaser will offer and sell the Securities in accordance with this Section as soon as it deems it advisable to do so. The Securities are to be initially offered at the offering price set forth in the Offering Memorandum. The Initial Purchaser may from time to time thereafter change the price and other selling terms. (b) The Initial Purchaser understands and acknowledges that the Securities, the Guarantees and the Underlying Securities to be issued upon conversion of the Securities have not been and will not be registered under the Securities Act (except as contemplated by the Registration Rights Agreement) and may not be offered or sold, except in compliance with the registration requirements of the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; accordingly, the Initial Purchaser agrees that it will offer and sell the Securities only in accordance with Rule 144A under the Securities Act ("Rule 144A") to persons it reasonably believes to be QIBs. (c) The Initial Purchaser represents and agrees that neither it nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act). (d) The Initial Purchaser also represents and agrees that it has not entered and will not enter into any contractual arrangement with any distributor with respect to the distribution or delivery of the Securities, except with its affiliates or with the prior written consent of the Company.

Offering by the Initial Purchaser. (a) The Initial Purchaser represents and warrants proposes to the Company and the Guarantors that it is a qualified institutional buyer (a "QIB") within the meaning make an offering of Rule 144A and an "accredited investor" within the meaning of Rule 501(a) under the Securities Act. It is understood that the Initial Purchaser will offer and sell the Securities in accordance with this Section as soon as it deems it advisable to do so. The Securities are to be initially offered at the offering price and upon the terms set forth in the Offering Memorandum. The Memorandum as soon as practicable after this Agreement is entered into and as in the judgment of the Initial Purchaser may from time to time thereafter change the price and other selling termsis advisable. (b) The Initial Purchaser understands represents and acknowledges that the Securities, the Guarantees and the Underlying Securities to be issued upon conversion of the Securities have not been and will not be registered warrants that: (i) It is a Qualified Institutional Buyer as defined in Rule 144A under the Securities Act (except as contemplated by the Registration Rights Agreementa “QIB”) and may it will offer the Securities for resale only upon the terms and conditions set forth in this Agreement and in the Offering Memorandum. (ii) It is not be offered or sold, except in compliance acquiring the Securities with the registration requirements of a view to any distribution thereof that would violate the Securities Act or pursuant the securities laws of any state of the United States or any other applicable jurisdiction. It will solicit offers to an exemption buy the Securities only from, or in a transaction not subject to, the registration requirements of the Securities Act; accordingly, the Initial Purchaser agrees that it and will offer and sell the Securities only to persons reasonably believed by it to be, QIBs, institutional accredited investors within the meaning of Rule 501(a) (1), (2), (3) or (7) of the Securities Act, or in accordance with Rule 144A transactions exempt pursuant to Regulation S under the Securities Act ("Rule 144A") Act; provided, however, that in purchasing such Securities, such persons are deemed to persons it reasonably believes to be QIBshave represented and agreed as provided under the caption “Transfer Restrictions” contained in the Preliminary Offering Memorandum and the Offering Memorandum. (ciii) The Initial Purchaser represents and agrees that neither it nor any person acting on its behalf has engaged or will engage in any No form of general solicitation or general advertising (as those terms are in violation of the Securities Act has been or will be used nor will any offers in Regulation D under any manner involving a public offering within the meaning of Section 4(2) of the Securities Act). (d) The Initial Purchaser also represents and agrees that it has not entered and will not enter into any contractual arrangement with any distributor with respect to the distribution or delivery of the Securities, except with its affiliates or with the prior written consent of the Company.

Offering by the Initial Purchaser. (a) The Initial Purchaser represents and warrants to the Company and the Guarantors that it is a qualified institutional buyer (a "QIB") within the meaning of Rule 144A and an "accredited investor" within the meaning of Rule 501(a) under the Securities Act. It is understood that the Initial Purchaser will offer and sell the Securities in accordance with this Section as soon as it the Initial Purchaser deems it advisable to do so. The Securities are to be initially offered at the offering price set forth in the Offering Memorandum. The Initial Purchaser may from time to time thereafter change the price and other selling terms. (b) The Initial Purchaser understands and acknowledges that the Securities, the Guarantees Securities and the Underlying Securities to be issued upon conversion of the Securities have not been and will not be registered under the Securities Act (except as contemplated by the Registration Rights Agreement) and may not be offered or sold, except in compliance with the registration requirements of the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; accordingly. Accordingly, the Initial Purchaser agrees that it has solicited and will offer and sell solicit offers for the Securities only from, and has offered and sold and will offer, sell or deliver the Securities only to persons that it reasonably believes to be qualified institutional buyers as defined in accordance with Rule 144A under the Securities Act ("Rule 144A") to persons it reasonably believes to be QIBsAct. (c) The Initial Purchaser represents and agrees that neither it nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Rule 502(c) of Regulation D under the Securities Act)) in connection with any offer or sale of the Securities in the United States. (d) The Initial Purchaser also represents and agrees warrants to the Company that it has not entered and will not enter into any contractual arrangement with any distributor with respect to is a "qualified institutional buyer" within the distribution or delivery meaning of Rule 144A under the Securities, except with its affiliates or with the prior written consent of the CompanySecurities Act.

Offering by the Initial Purchaser. (a) The Initial Purchaser represents and warrants to the Company and the Guarantors that it is a qualified institutional buyer (a "“QIB"”) within the meaning of Rule 144A and an "“accredited investor" ” within the meaning of Rule 501(a) under the Securities Act. It is understood that the Initial Purchaser will offer and sell the Securities in accordance with this Section as soon as it deems it advisable to do so. The Securities are to be initially offered at the offering price set forth in the Offering Memorandum. The Initial Purchaser may from time to time thereafter change the price and other selling terms. (b) The Initial Purchaser understands and acknowledges that the Securities, the Guarantees Securities and the Underlying Securities to be issued upon conversion of the Securities thereof have not been and will not be registered under the Securities Act (except as contemplated by the Registration Rights Agreement) and may not be offered or sold, except in compliance with the registration requirements of the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; accordingly, the Initial Purchaser agrees that it will offer and sell the Securities only in accordance with Rule 144A under the Securities Act ("“Rule 144A"”) to persons it reasonably believes to be QIBs. (c) The Initial Purchaser represents and agrees that neither it nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act). (d) The Initial Purchaser also represents and agrees that it has not entered and will not enter into any contractual arrangement with any distributor with respect to the distribution or delivery of the Securities, except with its affiliates or with the prior written consent of the Company.