Offering by the Initial Purchasers Sample Clauses

Offering by the Initial Purchasers. (a) The Initial Purchasers propose to make an offering of the Notes, upon the terms set forth in the Preliminary Offering Memorandum, as soon as practicable after this Agreement is entered into and as in its judgment is advisable. During the period from the date of this Agreement until the earlier of (i) the date on which the Initial Purchasers shall have completed the initial resale of all of the Notes and (ii) 90 days after the date of this Agreement, the Issuer agrees to reasonably assist the Initial Purchasers in any marketing of the Notes and (promptly upon request) to provide all information reasonably deemed necessary by the Initial Purchasers in such marketing. In addition, during such period the Issuer shall use commercially reasonable efforts to make appropriate officers and representatives of the Issuer available to participate in information meetings for potential investors at such times and places as the Initial Purchasers may reasonably request. (b) The Issuer acknowledges and agrees that the Initial Purchasers are acting solely in the capacity of an arm’s length contractual counterparty to the Issuer with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or any other Person. Additionally, the Initial Purchasers are not advising the Issuer or any other Person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchasers shall have no responsibility or liability to the Issuer with respect thereto. Any review by the Initial Purchasers of the Issuer, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchasers and shall not be on behalf of the Issuer. (c) The Issuer acknowledges and agrees that: (i) the Issuer has been advised that the Initial Purchasers and their Affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Issuer and that the Initial Purchasers have no obligation to disclose such interests and transactions to the Issuer by virtue of any fiduciary, advisory or agency relationship; and (ii) the ...

Offering by the Initial Purchasers. (a) The Initial Purchasers propose to make an offering of the Securities at the price and upon the terms set forth in the Pricing Disclosure Package and the Final Memorandum as soon as practicable after this Agreement is entered into and as in the judgment of the Initial Purchasers is advisable. (b) Each Initial Purchaser hereby represents and agrees that it has not used and will not use, authorize use of, refer to or participate in the planning for use of any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package and the Offering Memorandum, (ii) a written communication that contains either (a) no “issuer information” (as defined in Rule 433(h)(2) under the Act) or (b) “issuer information” that was included or incorporated by reference in the Pricing Disclosure Package or the Offering Memorandum, (iii) any written communication listed on Annex A or prepared pursuant to Section 5(c) below (including the Recorded Road Show), (iv) any written communication prepared by such Initial Purchaser and approved by the Company in writing in advance, or (v) any customary Bloomberg communication or other written communication relating to or that contains the preliminary or final terms of the Securities or their offering and/or other information that was included or incorporated by reference in the Pricing Disclosure Package or the Offering Memorandum.

Offering by the Initial Purchasers. The Initial Purchasers propose to make an offering of the Shares in a manner consistent with Section 8 hereof at the price and upon the terms set forth in the Final Memorandum, as soon as practicable after this Agreement is entered into and as in the judgment of the Initial Purchasers is advisable.

Offering by the Initial Purchasers. (a) It is understood that each of the Initial Purchasers will offer and sell the Notes in accordance with this Section as soon as it deems it advisable to do so. The Notes are to be initially offered at the offering price set forth in the Memorandum. The Initial Purchasers may from time to time thereafter change the price and other selling terms. (b) Each Initial Purchaser severally 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 Act). (c) Each Initial Purchaser also severally 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 Notes, except with its affiliates or with the prior written consent of Kaydon.

Offering by the Initial Purchasers. The Initial Purchasers propose to make an offering of the Notes at the price and upon the terms set forth in the Final Offering Circular, as soon as practicable after this Agreement is entered into and as in the judgment of the Initial Purchasers is advisable.

Offering by the Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities have not been and will not be registered under the Act and the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act. (b) Each Initial Purchaser, severally and not jointly, represents and warrants to and agrees with the Company and the Guarantors that: (i) it has not offered or sold, and will not offer or sell, any Notes within the United States or to, or for the account or benefit of, U.S. persons (x) as part of their distribution at any time or (y) otherwise until 40 days after the later of the commencement of the offering and the date of closing of the offering except: (A) to those it reasonably believes to be “qualified institutional buyers” (as defined in Rule 144A under the Act); or (B) in accordance with Rule 903 of Regulation S; (ii) neither it nor any person acting on its behalf has made or will make offers or sales of the Notes in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States; (iii) in connection with each sale pursuant to Section 4(b)(i)(A), it has taken or 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; (iv) neither it, nor any of its Affiliates nor any person acting on its or their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Notes; (v) it has not entered and will not enter into any contractual arrangement with any distributor (within the meaning of Regulation S) with respect to the distribution of the Notes, except with its affiliates or with the prior written consent of the Company; (vi) it and its Affiliates have complied and will comply with the offering restrictions requirement of Regulation S; (vii) at or prior to the confirmation of sale of Notes (other than a sale of Notes pursuant to Section 4(b)(i)(A) of this Agreement), it shall have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from it during the distribution compliance period (within the meaning of Regulation S) a confirmation or notice to substantially the following effect: “The Securities covered hereby have not been ...

Offering by the Initial Purchasers. The Initial Purchasers propose to make an offering of the Units at the price, upon the terms and in the manner set forth in the Final Memorandum, as soon as practicable after this Agreement is entered into and as in the judgment of the Initial Purchasers is advisable.

Offering by the Initial Purchasers. The 2025 Initial Purchasers and the 2027 Initial Purchasers, as applicable, propose to make an offering of the 2025 Notes and the 2027 Notes, as applicable, at the prices and upon the terms set forth in the Pricing Disclosure Package and the Final Memorandum as soon as practicable after this Agreement is entered into and as in the judgment of the Initial Purchasers is advisable.

Offering by the Initial Purchasers. (a) It is understood that the several Initial Purchasers will offer and sell the Securities in accordance with this Section as soon as they deem it advisable to do so. The Securities are to be initially offered at the offering price set forth in the Offering Memorandum. The Initial Purchasers may from time to time thereafter change the price and other selling terms. (b) Each Initial Purchaser understands and acknowledges that the Securities and the Underlying Securities to be issued upon conversion thereof have not been and will not be registered under the Securities Act (except as contemplated by Section 1 of this 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, each Initial Purchaser agrees that it will offer and sell the Securities only to persons that it reasonably believes to be qualified institutional buyers as defined in Rule 144A under the Securities Act. (c) Each Initial Purchaser 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) in connection with any offer or sale of the Securities. (d) Each Initial Purchaser agrees that it is an institutional accredited investor within the meaning of Rule 501(a) under the Securities Act.