Representations and Warranties of the Initial Purchasers. Each Initial Purchaser, severally and not jointly, represents and warrants that: (a) it is a QIB and it will offer the Notes for resale only upon the terms and conditions set forth in this Agreement and in the Pricing Disclosure Package and the Final Offering Memorandum. (b) it is not acquiring the Notes with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by such Initial Purchaser to be QIBs, (B) persons reasonably believed by such Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by such Initial Purchaser to be Regulation S Persons; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package and the Final Offering Memorandum. (c) no form of general solicitation or general advertising in violation of the Securities Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or, with respect to Notes to be sold in reliance on Regulation S under the Securities Act, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Notes.
Appears in 2 contracts
Sources: Purchase Agreement (CPM Holdings, Inc.), Purchase Agreement (CPM Holdings, Inc.)
Representations and Warranties of the Initial Purchasers. Each Initial Purchaser, Purchaser hereby severally makes to the Company the following representations and not jointly, represents and warrants thatagreements:
(ai) it is a QIB and "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act; and
(ii) (A) it will not solicit offers for, or offer to sell, the Notes for resale only upon the Securities by any form of general solicitation or general advertising (as those terms and conditions set forth are used in this Agreement and in the Pricing Disclosure Package and the Final Offering Memorandum.
(b) it is not acquiring the Notes with a view to any distribution thereof that would violate Regulation D under the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, ("REGULATION D")) and (B) it will solicit offers to buy for the Notes Securities only from, and will offer and sell the Notes Securities only to, (A) persons who it reasonably believed by such Initial Purchaser believes to be QIBs(x) in the case of offers inside the United States, "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act and (By) in the case of offers outside the United States, to persons reasonably believed by such Initial Purchaser to be Accredited Investors or (C) non-other than U.S. persons reasonably believed by such Initial Purchaser to be Regulation S Persons; provided("FOREIGN PURCHASERS", howeverwhich term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)) that, that in each case, in purchasing such Notes, such persons the Securities are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package and the Final Offering Memorandum.; With respect to offers and sales outside the United States, as described in clause (ii)(B)(y) above, each Initial Purchaser hereby severally represents and agrees with the Company that:
(ci) it understands that no form of general solicitation or general advertising in violation of the Securities Act action has been or will be used nor will any offers in any manner involving taken by the Company that would permit a public offering of the Securities, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating to the Securities, in any country or jurisdiction where action for that purpose is required;
(ii) it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes the Offering Memorandum or any such other material, in all cases at its own expense;
(iii) it understands that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;
(iv) it has offered the Securities and will offer and sell the Securities (x) as part of its distribution at any time and (y) otherwise until 40 days after the later of the commencement of the offering of the Securities and the Closing Date (as defined herein), only in accordance with Rule 903 of Regulation S. Accordingly, neither such Initial Purchaser, nor any of its Affiliates, nor any persons acting on its behalf has engaged or will engage in any directed selling efforts (within the meaning of Section 4(2Regulation S) of the Securities Act or, with respect to Notes the Securities, and such Initial Purchaser, its Affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S;
(v) it agrees that, at or prior to confirmation of sales of the Securities, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise prior to 40 days after the closing of the offering, except in reliance on either case in accordance with Regulation S (or Rule 144A, if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S"; and
(vi) it agrees that (i) it has not offered or sold Securities and, prior to six months after the issue date of such Securities, will not offer or sell any such Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Financial Services ▇▇▇ ▇▇▇▇ with respect to anything done by means of it in relation to the Securities in, from or otherwise involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on in the United Kingdom any directed selling efforts be made document received by such Initial Purchaser or any of its representatives it in connection with the offer and sale an issue of any Securities to a person who is of a kind described in Article 11(3) of the Notes.Financial Services ▇▇▇ ▇▇▇▇ (Investment Advertisements)(Exemptions) Order 1996 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on. Terms used in this Section 2 and not otherwise defined in this Agreement have the meanings given to them by Regulation S.
Appears in 2 contracts
Sources: Purchase Agreement (U S West Communications Inc), Purchase Agreement (U S West Communications Inc)
Representations and Warranties of the Initial Purchasers. Each Initial Purchaser, severally and not jointly, represents and warrants that:
(a) it It is a QIB and it will offer the Notes for resale only upon the terms and conditions set forth in this Agreement and in the Pricing Disclosure Package and the Final Offering Memorandum.
(b) it It is not acquiring the Notes with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by such the Initial Purchaser Purchasers to be QIBs, QIBs or (B) persons reasonably believed by such Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by such the Initial Purchaser Purchasers to be Regulation S Persons; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package and the Final Offering Memorandum.
(c) no No form of general solicitation or general advertising in violation of the Securities Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or, with respect to Notes to be sold in reliance on Regulation S under the Securities Act, by means of any directed selling efforts be made by such Initial Purchaser Purchasers or any of its representatives in connection with the offer and sale of any of the Notes.
Appears in 1 contract
Representations and Warranties of the Initial Purchasers. Each Initial Purchaser, severally and not jointly, Purchaser hereby represents and warrants to the Company, Parent and Guarantors that:
(a) it is a QIB as defined in Rule 144A under the Securities Act and it will offer the Notes and the Guarantees for resale only upon the terms and conditions set forth in this Agreement and in the Pricing Disclosure Package Time of Sale Document and the Final Offering Memorandum.;
(b) it is not acquiring the Notes and the Guarantees with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes and the Guarantees only from, and will offer and sell the Notes only to, (A) persons reasonably believed by such the Initial Purchaser Purchasers to be QIBs, QIBs or (B) persons reasonably believed by such the Initial Purchaser Purchasers to be Accredited Investors or (C) non-U.S. persons reasonably believed by such the Initial Purchaser Purchasers to be a purchaser referred to in Regulation S Personsunder the Securities Act; provided, however, that in purchasing such NotesNotes and the Guarantees, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package Time of Sale Document and the Final Offering Memorandum.; and
(c) no form of general solicitation or general advertising in violation of the Securities Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or, with respect to Notes and the Guarantees to be sold in reliance on Regulation S under the Securities ActS, by means of any directed selling efforts be made by such Initial Purchaser Purchasers or any of its their representatives in connection with the offer and sale of any of the NotesNotes and the Guarantees.
Appears in 1 contract
Representations and Warranties of the Initial Purchasers. (a) Each of the Initial Purchaser, severally and not jointly, Purchasers represents and warrants that:
to the Company (aas to itself only) that (i) it is a QIB has not and it will offer the Notes for resale only upon the terms and conditions set forth in this Agreement and in the Pricing Disclosure Package and the Final Offering Memorandum.
(b) it is not acquiring the Notes with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy for, or offer or sell, the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed Offered Securities by such Initial Purchaser to be QIBs, (B) persons reasonably believed by such Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by such Initial Purchaser to be Regulation S Persons; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package and the Final Offering Memorandum.
(c) no any form of general solicitation or general advertising (as those terms are used in violation of Regulation D under the Securities Act has been Act) or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Act; and (ii) it has and will solicit offers for the Offered Securities only from, and will offer the Offered Securities only to persons whom the Initial Purchasers reasonably believe to be qualified institutional buyers as defined in Rule 144A promulgated under the Act (“QIBs”) or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A.
(b) Each of the Initial Purchasers represents and warrants (as to itself only) with respect to Notes offers and sales outside the United States that (i) it has and will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Offered Securities or has in its possession or distributes any General Disclosure Package or Final Memorandum or any such other material, in all cases at its own expense; (ii) the Offered Securities have not been and will not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to be sold an exemption from the registration requirements of the Act; (iii) it is a QIB within the meaning of Rule 144A; and (iv) without the prior consent of the Company, other than one or more term sheets relating to the Offered Securities containing customary information, it has not made and will not make any offer relating to the Offered Securities that would constitute a “written communication” (within the meaning of the Act and the rules and regulations thereunder) prepared by or on behalf of the Company, or used or referred to by the Company, that constitutes an offer to sell or a solicitation of an offer to buy the Offered Securities other than the General Disclosure Package or the Final Memorandum, including without limitation, any road show relating the Offered Securities that constitutes such a written communication other than the Recorded Road Show (the “Supplemental Document”).
(c) Each Initial Purchaser, severally and not jointly represents and warrants and agrees with the Company that:
(i) in reliance on Regulation S under relation to each Member State of the Securities ActEuropean Economic Area which has implemented the Prospectus Directive (each, by means of any directed selling efforts be made by a “Relevant Member State”), such Initial Purchaser has represented and agreed that, with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of Offered Securities to the public in that Relevant Member State, other than: (A) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the Representative on behalf of the Initial Purchasers for any such offer; or (C) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Offered Securities shall require the Company or any Initial Purchaser to publish a prospectus pursuant to Article 3 of its representatives the Prospectus Directive, or supplement a prospectus pursuant to Article 16 of the Prospectus Directive. For the purposes of the above, the expression an “offer of Offered Securities to the public” in relation to any Offered Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Offered Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in that Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
(ii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets ▇▇▇ ▇▇▇▇ (the “FSMA”)) received by it in connection with the offer and issue or sale of any the Offered Securities in circumstances in which Section 21(1) of the NotesFSMA does not apply to the Company; and
(iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Securities in, from or otherwise involving the United Kingdom.
Appears in 1 contract
Sources: Purchase Agreement (Total S.A.)
Representations and Warranties of the Initial Purchasers. Each Initial Purchaser, severally and not jointly, represents and warrants that:
(a) it is a QIB and it will offer Each of the Notes for resale only upon Initial Purchasers agrees (as to itself only) with the terms and conditions set forth in this Agreement and in the Pricing Disclosure Package Company and the Final Offering Memorandum.
Guarantors that (bi) it is has not acquiring the Notes with a view to any distribution thereof that would violate solicited and will not solicit offers for, or offer or sell, the Securities Act or the securities laws of by any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by such Initial Purchaser to be QIBs, (B) persons reasonably believed by such Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by such Initial Purchaser to be Regulation S Persons; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package and the Final Offering Memorandum.
(c) no form of general solicitation or general advertising (as those terms are used in violation of the Securities Act has been Regulation D) or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act; and (ii) it has solicited and will solicit offers for the Securities only from, and will offer the Securities only to (A) in the case of offers inside the United States, persons whom the Initial Purchasers reasonably believe to be qualified institutional buyers as defined in Rule 144A promulgated under the Act ("QIBs") or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).
(b) Each of the Initial Purchasers represents and warrants (as to itself only) with respect to Notes to offers and sales outside the United States that (i) it has and will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Securities or has in its possession or distributes any Memorandum or any such other material, in all cases at its own expense; (ii) the Securities have not been and will not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in reliance on accordance with Regulation S under or pursuant to an exemption from the registration requirements of the Act; and (iii) it has offered the Securities Actand will offer and sell the Securities (A) as part of its distribution at any time and (B) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, by means only in accordance with Rule 903 of Regulation S and, accordingly, neither it nor any persons acting on its behalf have engaged or will engage in any directed selling efforts be made by (within the meaning of Regulation S) with respect to the Securities, and any such persons have complied and will comply with the offering restrictions requirement of Regulation S.
(c) Each Initial Purchaser or any represents and warrants to, and agrees with, the Company that it is a "qualified institutional buyer" within the meaning of its representatives Rule 144A under the Act. Terms used in connection with this Section 8 and not defined in this Agreement have the offer and sale of any of the Notes.meanings given to them in Regulation S.
Appears in 1 contract
Sources: Purchase Agreement (Heritage Property Investment Trust Inc)
Representations and Warranties of the Initial Purchasers. Each of the Initial PurchaserPurchasers, severally and not jointly, represents and warrants that:
(a) it It is a QIB as defined in Rule 144A and it will offer the Notes for resale only upon the terms and conditions set forth in this Agreement and in the Pricing Disclosure Package Time of Sale Document and the Final Offering Memorandum.
(b) it is not acquiring the Notes with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it It will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by such Initial Purchaser to be QIBs, QIBs or (B) persons reasonably believed by such Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by such Initial Purchaser to be as defined in Regulation S Personsand in compliance with laws applicable to such persons in jurisdictions outside of the United States; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided in the Time of Sale Document and the Final Offering Memorandum under the caption “Notice to Investors” contained in the Pricing Disclosure Package and the Final Offering Memorandum.”
(c) no No form of general solicitation or general advertising in violation of the Securities Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or, with respect to Notes to be sold in reliance on Regulation S under the Securities ActS, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of the Notes.
(d) With respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom, it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any of the Notes (i) to persons who are (a) “qualified investors” as defined in section 86(7)(a) of the FSMA, being persons falling within the meaning of Article 2.1(e)(i), (ii) or (iii) of the European Prospectus Directive 2003/71/EC (the “Prospectus Directive”); and (b) to persons who fall within Article 19(5) (“Investment Professionals”) of the FSMA (Financial Promotion) Order 2005 of the United Kingdom, as amended (the “FPO”) or to persons who fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc”) of the FPO or to persons to whom the offering may otherwise lawfully be communicated without the need for such communication to be approved, made or directed by an “authorised person” as referred to in section 21 of the FSMA (all such persons being together referred to as “Qualifying UK Persons”); (ii) in compliance with all applicable provisions of the FSMA; and (iii) in circumstances which do not require the publication by the Issuers of a prospectus pursuant to Article 3 of the Prospectus Directive, the FSMA or the United Kingdom Listing Authority Prospectus Rules issued thereunder by the United Kingdom Financial Services Authority and that any Initial Purchasers within the United Kingdom are also Qualifying UK Persons.
(e) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), the Notes have not been and will not be offered to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that the Initial Purchasers may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State at any time (i) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; or (ii) to any legal entity which has two or more of: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000; and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or (iii) in any other circumstances, provided no such offer requires the publication by the Issuers of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer of notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
Appears in 1 contract
Representations and Warranties of the Initial Purchasers. Each The Initial Purchaser, severally Purchasers represent and not jointly, represents and warrants warrant that:
(a) it Each of the Initial Purchasers is a QIB as defined in Rule 144A under the Act and it each Initial Purchaser will offer the Notes for resale only upon the selling restrictions, terms and conditions set forth in this Agreement and in the Pricing Disclosure Package and the Final Offering MemorandumCircular.
(b) it is They are not acquiring the Notes with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it they will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by such the Initial Purchaser Purchasers to be QIBs, QIBs or (B) persons reasonably believed by such the Initial Purchaser Purchasers to be Accredited Investors or (C) non-U.S. persons reasonably believed by such the Initial Purchaser Purchasers to be a purchaser referred to in Regulation S Personsunder the Act; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package and the Final Offering MemorandumCircular.
(c) no No form of general solicitation or general advertising in violation of the Securities Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or, with respect to Notes to be sold in reliance on Regulation S under the Securities ActS, by means of any directed selling efforts be made by such Initial Purchaser Purchasers or any of its their representatives in connection with the offer and sale of any of the Notes.
(d) The Initial Purchasers will deliver to each Subsequent Purchaser of the Notes, in connection with their original distribution of the Notes, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.
Appears in 1 contract
Representations and Warranties of the Initial Purchasers. Each of the Initial Purchaser, severally Purchasers represent and not jointly, represents and warrants warrant that:
(a) it It is a QIB as defined in Rule 144A under the Act and it will offer the Notes for resale only upon the terms and conditions set forth in this Agreement and in the Pricing Disclosure Package and the Final Offering MemorandumCircular.
(b) it It is not acquiring the Notes with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by such the Initial Purchaser Purchasers to be QIBs, QIBs or (B) persons reasonably believed by such the Initial Purchaser Purchasers to be Accredited Investors or (C) non-U.S. persons reasonably believed by such the Initial Purchaser Purchasers to be a purchaser referred to in Regulation S Personsunder the Act; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package and the Final Offering MemorandumCircular.
(c) no No form of general solicitation or general advertising in violation of the Securities Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or, with respect to Notes to be sold in reliance on Regulation S under the Securities ActS, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Notes.
(d) The Initial Purchasers will deliver to each Subsequent Purchaser of the Notes, in connection with their original distribution of the Notes, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.
Appears in 1 contract
Representations and Warranties of the Initial Purchasers. Each of the Initial PurchaserPurchasers represents and warrants, severally and not jointly, represents and warrants that:
(a) it It is a QIB as defined in Rule 144A under the Act, and it will offer the Notes Securities for resale only upon the terms and conditions set forth in this Agreement and in the Pricing Disclosure Package and the Final Offering Memorandum.
(b) it is not acquiring the Notes with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it It will solicit offers to buy the Notes Securities only from, and will offer and sell the Notes Securities only to, (A) persons reasonably believed by such the Initial Purchaser Purchasers to be QIBs, QIBs or (B) persons reasonably believed by such Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by such the Initial Purchaser Purchasers to be a purchaser referred to in Regulation S Personsunder the Act and in compliance with laws applicable to such persons in jurisdictions outside of the United States; provided, however, that in purchasing such NotesSecurities, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package and the Final Offering Memorandum.
(c) no No form of general solicitation or general advertising in violation of the Securities Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or, with respect to Notes Securities to be sold in reliance on Regulation S under the Securities ActS, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the NotesSecurities.
Appears in 1 contract
Representations and Warranties of the Initial Purchasers. (a) Each of the Initial Purchaser, severally and not jointly, Purchasers represents and warrants that:
to the Company (aas to itself only) that (i) it is a QIB has not and it will offer the Notes for resale only upon the terms and conditions set forth in this Agreement and in the Pricing Disclosure Package and the Final Offering Memorandum.
(b) it is not acquiring the Notes with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy for, or offer or sell, the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed Offered Securities by such Initial Purchaser to be QIBs, (B) persons reasonably believed by such Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by such Initial Purchaser to be Regulation S Persons; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package and the Final Offering Memorandum.
(c) no any form of general solicitation or general advertising (as those terms are used in violation of Regulation D under the Securities Act has been Act) or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Act; and (ii) it has and will solicit offers for the Offered Securities only from, and will offer the Offered Securities only to persons whom the Initial Purchasers reasonably believe to be qualified institutional buyers as defined in Rule 144A promulgated under the Act (“QIBs”) or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A.
(b) Each of the Initial Purchasers represents and warrants (as to itself only) with respect to Notes offers and sales outside the United States that (i) it has and will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Offered Securities or has in its possession or distributes any General Disclosure Package or Final Memorandum or any such other material, in all cases at its own expense; (ii) the Offered Securities have not been and will 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 the registration requirements of the Act; (iii) it is a QIB within the meaning of Rule 144A; and (iv) without the prior consent of the Company, other than one or more term sheets relating to the Offered Securities containing customary information, it has not made and will not make any offer relating to the Offered Securities that would constitute a “written communication” (within the meaning of the Act and the rules and regulations thereunder) prepared by or on behalf of the Company, or used or referred to by the Company, that constitutes an offer to sell or a solicitation of an offer to buy the Offered Securities other than the General Disclosure Package or the Final Memorandum, including without limitation, any road show relating the Offered Securities that constitutes such a written communication other than the Recorded Road Show (the “Supplemental Document”).
(c) Each Initial Purchaser, severally and not jointly represents and warrants and agrees with the Company that:
(i) in relation to each member state (each, a “Relevant Member State”) of the European Economic Area that has implemented Directive 2003/71/EC (including any relevant implementing measure in each Relevant Member State, the “Prospectus Directive”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), it has not made and will not make an offer of Offered Securities to the public (as such expression is defined in Section 17) in that Relevant Member State prior to the publication of a prospectus in relation to the Offered Securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Offered Securities to the public in that Relevant Member State at any time: (A) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (B) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; (C) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the manager for any such offer; or (D) in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive;
(ii) it has only communicated or caused to be sold communicated and will only communicate or cause to be communicated an invitation or inducement to engage in reliance on Regulation S under investment activity (within the Securities Act, meaning of Section 21 of the Financial Services and Markets Act of 2000 (the “FSMA”)) received by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives it in connection with the offer and issue or sale of any the Offered Securities in circumstances in which Section 21(1) of the NotesFSMA does not apply to the Company; and
(iii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Securities in, from or otherwise involving the United Kingdom.
Appears in 1 contract
Sources: Purchase Agreement (Sunpower Corp)
Representations and Warranties of the Initial Purchasers. Each Initial Purchaser, severally and not jointly, hereby represents and warrants to, and agrees with the Company that:
: each Initial Purchaser (ai) it is a QIB with such knowledge and it will offer experience in financial and business matters as are necessary to evaluate the Notes for resale only upon the terms merits and conditions set forth in this Agreement and risks of an investment in the Pricing Disclosure Package and the Final Offering Memorandum.
Securities; (bii) it is not acquiring the Notes Securities with a view to any distribution thereof that would violate the Securities Act or the securities or blue sky laws of any state or country, (iii) has received all information it considers necessary to evaluate the merits and risks of an investment in the United States or any other applicable jurisdiction. In connection with the Exempt ResalesSecurities, it (iv) has not and will not solicit offers for, or offer to buy sell, the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed Securities by such Initial Purchaser to be QIBs, (B) persons reasonably believed by such Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by such Initial Purchaser to be Regulation S Persons; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package and the Final Offering Memorandum.
(c) no means of any form of general solicitation or general advertising in violation within the meaning of Rule 502(c) under the Securities Act has been Act, or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act Act; and (v) has and will solicit offers for the Securities only from, and will offer, sell or deliver the Securities, as part of their initial offering, only (A) to persons in the United States whom the Initial Purchasers reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchasers that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A or (B) in offshore transactions to non-U.S. persons in reliance on Regulation S. Each Initial Purchaser, severally and not jointly, hereby represents and warrants to, and agrees with the Company that:
(i) such Initial Purchaser and its affiliates or any person acting on its or their behalf have not engaged or will not engage in any directed selling efforts within the meaning of Regulation S with respect to Notes to be the Securities;
(ii) the Securities offered and sold by such Initial Purchaser pursuant hereto in reliance on Regulation S have been and will be offered and sold only in offshore transactions;
(iii) the sale of the Securities offered and sold by such Initial Purchaser pursuant hereto in reliance on Regulation S is not part of a plan or scheme to evade the registration provisions of the Securities Act;
(iv) such Initial Purchaser has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 under the Securities Act (a) as part of its distribution at any time and (b) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S of the Securities Act or another exemption from the registration requirements of the Securities Act;
(v) it has (A) not offered or sold and, prior to the date six months after the Closing Date, will not offer or sell any Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (B) only communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company, and (C) complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom;
(vi) at or prior to confirmation of a sale of Securities by such Initial Purchaser pursuant hereto in reliance on Regulation S to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903(b)(2) under the Securities Act, by means it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any directed selling efforts be made by such Initial Purchaser time or any (ii) otherwise until 40 days after the later of its representatives the commencement of the Offering and the Closing Date, except in either case in accordance with Regulation S under the Securities Act or Rule 144A in transactions that are exempt from the registration requirements of the Securities Act, and in connection with the offer and any subsequent sale of any by you of the NotesSecurities covered hereby in reliance on Regulation S during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S." The Initial Purchasers (i) acknowledge that the Company and, for purposes of the opinions to be delivered to each Initial Purchaser pursuant hereto, counsel to the Company and counsel to the Initial Purchasers will rely upon the accuracy and truth of the foregoing representations and (ii) hereby consent to such reliance.
Appears in 1 contract
Sources: Purchase Agreement (Transcontinental Gas Pipe Line Corp)
Representations and Warranties of the Initial Purchasers. Each Initial Purchaser, Purchaser severally and not jointly, represents and warrants that:
(a) it It is a QIB as defined in Rule 144A under the Securities Act and it will offer the Regulation S Notes for resale only upon the terms and conditions set forth in this Agreement and in the Pricing Disclosure Package Time of Sale Document and the Final Offering MemorandumCIM.
(b) it It is not acquiring the Regulation S Notes with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Regulation S Notes only from, and will offer and sell the Regulation S Notes only to, (A) persons reasonably believed by such Initial Purchaser to be QIBs, (B) persons reasonably believed by such Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by such the Initial Purchaser Purchasers to be a purchaser referred to in Regulation S Personsunder the Securities Act; provided, however, that in purchasing such Regulation S Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package Time of Sale Document and the Final Offering MemorandumCIM.
(c) no form of general solicitation or general advertising in violation of the Securities Act No directed selling efforts has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or, with respect to Notes to be sold in reliance on Regulation S under the Securities Act, by means of any directed selling efforts be made by such the Initial Purchaser Purchasers or any of its representatives in connection with the offer and sale of any of the Notes.Regulation S Notes within the meaning of Regulation S.
Appears in 1 contract
Representations and Warranties of the Initial Purchasers. The Company understands that the Initial Purchasers intend to offer the Securities for resale on the terms set forth in the Pricing Disclosure Package and the Offering Memorandum. Each Initial Purchaser, severally and not jointly, represents and warrants to the Company as of the date hereof, as of the Applicable Time, and as of the Closing Date referred to in Section 2(c) hereof, and agrees with the Company, as follows that:
(ai) it is a QIB and it will offer qualified institutional buyer (a “QIB”) within the Notes for resale only upon the terms and conditions set forth in this Agreement and in the Pricing Disclosure Package and the Final Offering Memorandum.
(b) it is not acquiring the Notes with a view to any distribution thereof that would violate meaning of Rule 144A under the Securities Act (“Rule 144A”) and an accredited investor within the meaning of Rule 501(a) under the Securities Act with such knowledge and experience in financial and business matters as are necessary to evaluate the merits and risks of an investment in the Securities;
(ii) neither it, nor any person acting on its behalf, has solicited offers for, or the securities laws of offered or sold, and neither it, nor any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resalesperson acting on its behalf, it will solicit offers to buy for, or offer or sell, the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed Securities by such Initial Purchaser to be QIBs, (B) persons reasonably believed by such Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by such Initial Purchaser to be Regulation S Persons; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package and the Final Offering Memorandum.
(c) no means of any form of general solicitation or general advertising in violation within the meaning of the Securities Act has been Rule 502(c) of Regulation D or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or, with respect to Notes to be sold in reliance on Regulation S under the Securities Act, other than by means of any directed selling efforts be made by such Initial Purchaser a Permitted General Solicitation (as defined in Section 3(t) below); and
(iii) it has not solicited offers for, or any offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of its representatives their distribution of securities in connection with the offer Offering except to persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and sale of any in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Notes.Securities is aware that such sale is being made in reliance on Rule 144A.
Appears in 1 contract
Representations and Warranties of the Initial Purchasers. Each Initial PurchaserPurchaser hereby severally, severally and not jointly, represents and warrants to, and agrees with, the Company that:
: such Initial Purchaser (ai) it is a QIB an institutional "accredited investor" (as defined in Regulation D) with such knowledge and it will offer experience in financial and business matters as are necessary in order to evaluate the Notes for resale only upon the terms merits and conditions set forth in this Agreement and risks of an investment in the Pricing Disclosure Package and the Final Offering Memorandum.
Notes; (bii) it is not acquiring the Notes with a view to any distribution thereof that would violate the Securities Act or the securities or blue sky laws of any state or country, (iii) has received all information it considers necessary to evaluate the merits and risks of an investment in the United States or any other applicable jurisdiction. In connection with the Exempt ResalesNotes, it (iv) has not and will not solicit offers for, or offer to buy sell, the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by such Initial Purchaser to be QIBs, (B) persons reasonably believed by such Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by such Initial Purchaser to be Regulation S Persons; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package and the Final Offering Memorandum.
(c) no means of any form of general solicitation or general advertising in violation within the meaning of Rule 502(c) under the Securities Act has been Act, or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (vi) will offer or sell the Notes only: (x) in offshore transactions in accordance with Rule 903 of Regulation S; provided that commencing on the date hereof and continuing through a 40-day restricted period commencing on the Closing Date (as defined below): (1) no such offer or sale will be made to a U.S. person or for the account or benefit of a U.S. person (other than such Initial Purchaser); and (2) such Initial Purchaser, if selling Securities to a dealer or a person receiving a selling concession, fee or other remuneration in respect of the Securities, will send a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as are set forth in this Section 2; the terms used in this clause (x) are being used as used in Regulation S; or (y) to persons whom it reasonably believes to be QIBs within the meaning of Rule 144A under the Securities Act orin transactions meeting the requirements of Rule 144A. Each Initial Purchaser hereby severally, and not jointly, represents and warrants to and agrees with, the Company that (i) it has not offered or sold and, before the expiration of the period of six months from the closing date for the Notes, will not offer or sell any Notes to persons in the United Kingdom, except to those persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has only communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 ("the FSMA")) received by it in connection with the issue or sale of any Notes in circumstances in which Section 12(1) of the FSMA does not apply to the Company and (c) it has complied and will comply with all applicable provisions of the FSMA, with respect to anything done by it in relation to the Notes to be sold in reliance on Regulation S under in, from or otherwise involving the Securities Act, by means of any directed selling efforts be made by such United Kingdom. Each Initial Purchaser hereby severally, and not jointly, represents and warrants to and agrees with, the Company that it has not offered or any of its representatives in connection with the sold, and will not offer and sale of or sell, directly or indirectly, any of the NotesNotes in or to residents of Japan or to any persons for reoffering or resale, directly or indirectly in Japan or to any resident of Japan, except pursuant to an exemption from the registration requirements of the Securities and Exchange Law available thereunder and in compliance with the other relevant laws and regulations of Japan.
Appears in 1 contract
Representations and Warranties of the Initial Purchasers. Each Initial Purchaser, severally and not jointly, hereby represents and warrants to, and agrees with the Company that:
: such Initial Purchaser (ai) it is a QIB an institutional "accredited investor" (as defined in Regulation D) with such knowledge and it will offer experience in financial and business matters as are necessary to evaluate the Notes for resale only upon the terms merits and conditions set forth in this Agreement and risks of an investment in the Pricing Disclosure Package and the Final Offering Memorandum.
Securities; (bii) it is not acquiring the Notes Securities with a view to any distribution thereof that would violate the Securities Act or the securities or blue sky laws of any state or country, (iii) has received all information it considers necessary to evaluate the merits and risks of an investment in the United States or any other applicable jurisdiction. In connection with the Exempt ResalesSecurities, it (iv) has not and will not solicit offers for, or offer to buy sell, the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed Securities by such Initial Purchaser to be QIBs, (B) persons reasonably believed by such Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by such Initial Purchaser to be Regulation S Persons; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package and the Final Offering Memorandum.
(c) no means of any form of general solicitation or general advertising in violation within the meaning of Rule 502(c) under the Securities Act has been Act, or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act Act; and (v) has and will solicit offers for the Securities only from, and will offer, sell or deliver the Securities, as part of their initial offering, only (A) to persons in the United States such Initial Purchaser reasonably believes to be QIBs to whom notice has been given that such sale or delivery is being in reliance on Rule 144A or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchasers that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A or (B) in offshore transactions to non-U.S. persons in reliance on Regulation S. Each Initial Purchaser, severally and not jointly, hereby represents and warrants to, and agrees with the Company that:
(i) such Initial Purchaser and its affiliates or any person acting on its or their behalf have not engaged or will not engage in any directed selling efforts within the meaning of Regulation S with respect to Notes the Securities;
(ii) such Initial Purchaser has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 under the Securities Act (a) as part of its distribution at any time and (b) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S of the Securities Act or another exemption from the registration requirements of the Securities Act;
(iii) at or prior to be sold confirmation of a sale of Securities by such Initial Purchaser pursuant hereto in reliance on Regulation S to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903(b)(2) under the Securities Act, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the Offering and the Closing Date, except in either case in accordance with Regulation S under the Securities Act or Rule 144A in transactions that are exempt from the registration requirements of the Securities Act, and in connection with any subsequent sale by means you of the Securities covered hereby in reliance on Regulation S during the period referred to above to any directed distributor, dealer or person receiving a selling efforts be made concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S."
(iv) it has (A) not offered or sold and, prior to the date six months after the Closing Date, will not offer or sell any Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (B) only communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by such Initial Purchaser or any of its representatives it in connection with the offer and issue or sale of any Securities in circumstances in which Section 21(1) of the NotesFSMA does not apply to the Company, and (C) complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom;
(i) acknowledge that the Company and, for purposes of the opinions to be delivered to each Initial Purchaser pursuant hereto, counsel to the Company and counsel to the Initial Purchasers will rely upon the accuracy and truth of the foregoing representations and (ii) hereby consent to such reliance.
Appears in 1 contract
Representations and Warranties of the Initial Purchasers. Each Initial Purchaser, severally and not jointly, hereby represents and warrants to, and agrees with the Company that:
: each Initial Purchaser (ai) it is a QIB with such knowledge and it will offer experience in financial and business matters as are necessary to evaluate the Notes for resale only upon the terms merits and conditions set forth in this Agreement and risks of an investment in the Pricing Disclosure Package and the Final Offering Memorandum.
Securities; (bii) it is not acquiring the Notes Securities with a view to any distribution thereof that would violate the Securities Act or the securities or blue sky laws of any state or country, (iii) has received all information it considers necessary to evaluate the merits and risks of an investment in the United States or any other applicable jurisdiction. In connection with the Exempt ResalesSecurities, it (iv) has not and will not solicit offers for, or offer to buy sell, the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed Securities by such Initial Purchaser to be QIBs, (B) persons reasonably believed by such Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by such Initial Purchaser to be Regulation S Persons; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package and the Final Offering Memorandum.
(c) no means of any form of general solicitation or general advertising in violation within the meaning of Rule 502(c) under the Securities Act has been Act, or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act Act; and (v) has and will solicit offers for the Securities only from, and will offer, sell or deliver the Securities, as part of their initial offering, only (A) to persons in the United States whom the Initial Purchasers reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchasers that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A or (B) in offshore transactions to non-U.S. persons in reliance on Regulation S. Each Initial Purchaser, severally and not jointly, hereby represents and warrants to, and agrees with the Company that:
(i) such Initial Purchaser and its affiliates or any person acting on its or their behalf have not engaged or will not engage in any directed selling efforts within the meaning of Regulation S with respect to Notes to be the Securities;
(ii) the Securities offered and sold by such Initial Purchaser pursuant hereto in reliance on Regulation S have been and will be offered and sold only in offshore transactions;
(iii) the sale of the Securities offered and sold by such Initial Purchaser pursuant hereto in reliance on Regulation S is not part of a plan or scheme to evade the registration provisions of the Securities Act;
(iv) such Initial Purchaser has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 under the Securities Act (a) as part of its distribution at any time and (b) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S of the Securities Act or another exemption from the registration requirements of the Securities Act;
(v) it has (A) not offered or sold and, prior to the date six months after the Closing Date, will not offer or sell any Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995; (B) complied and will comply with all applicable provisions of the Financial Services Act 1986 with respect to anything done by it in relation to ▇▇▇ ▇▇▇▇rities in, from or otherwise involving the United Kingdom, and (C) only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issue of the Securities to a person who is of a kind described in Article 11(3) of the Financial Services Act of 1986 (Investment Advertisements) (Exemptions) Order 1996 or is a person to whom such document may otherwise lawfully be issued or passed on;
(vi) at or prior to confirmation of a sale of Securities by such Initial Purchaser pursuant hereto in reliance on Regulation S to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903(b)(2) under the Securities Act, by means it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: 10 "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of your distribution at any directed selling efforts be made by such Initial Purchaser time or any (ii) otherwise until 40 days after the later of its representatives the commencement of the Offering and the Closing Date, except in either case in accordance with Regulation S under the Securities Act or Rule 144A in transactions that are exempt from the registration requirements of the Securities Act, and in connection with the offer and any subsequent sale of any by you of the NotesSecurities covered hereby in reliance on Regulation S during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S." The Initial Purchasers (i) acknowledge that the Company and, for purposes of the opinions to be delivered to each Initial Purchaser pursuant hereto, counsel to the Company and counsel to the Initial Purchasers will rely upon the accuracy and truth of the foregoing representations and (ii) hereby consent to such reliance.
Appears in 1 contract
Sources: Purchase Agreement (Transcontinental Gas Pipe Line Corp)
Representations and Warranties of the Initial Purchasers. The Company understands that the Initial Purchasers intend to offer the Securities for resale on the terms set forth in the Pricing Disclosure Package and the Offering Memorandum. Each Initial Purchaser, severally and not jointly, represents and warrants to the Company as of the date hereof, as of the Applicable Time, and as of the Closing Date, and agrees with the Company that:
(a) it is a QIB qualified institutional buyer (a “QIB”) within the meaning of Rule 144A under the Act (“Rule 144A”) and it will offer an accredited investor within the Notes for resale only upon meaning of Rule 501(a) under the terms Act with such knowledge and conditions set forth experience in this Agreement financial and business matters as are necessary to evaluate the merits and risks of an investment in the Pricing Disclosure Package and the Final Offering Memorandum.Securities;
(b) it is not acquiring the Notes with a view to neither it, nor any distribution thereof that would violate the Securities Act person acting on its behalf, has solicited offers for, or the securities laws of offered or sold, and neither it, nor any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resalesperson acting on its behalf, it will solicit offers to buy for, or offer or sell, the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed Securities by such Initial Purchaser to be QIBs, (B) persons reasonably believed by such Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by such Initial Purchaser to be Regulation S Persons; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package and the Final Offering Memorandum.
(c) no means of any form of general solicitation or general advertising in violation within the meaning of the Securities Act has been Rule 502(c) of Regulation D or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or, with respect to Notes to be sold in reliance on Regulation S under the Securities Act, other than by means of any directed selling efforts be made by such Initial Purchaser a Permitted General Solicitation (as defined in Section 4(uu) below); and
(c) it has not solicited offers for, or any offered or sold, and will not solicit offers for, or offer or sell, the Securities as part of its representatives their distribution of securities in connection with the offer and sale of any offering of the Notes.Securities except to: (i) persons whom it reasonably believes to be QIBs in transactions pursuant to Rule 144A and in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of the Securities is aware that such sale is being made in reliance on Rule 144A or (ii) persons upon the terms and conditions set forth in Annex I.
Appears in 1 contract
Representations and Warranties of the Initial Purchasers. Each The Initial Purchaser, severally and not jointly, represents and warrants that:
(a) it is a QIB and it will Purchasers propose to offer the Notes for resale only sale upon the terms and conditions set forth in this Agreement and in the Pricing Disclosure Package and the Final Offering Memorandum., and each Initial Purchaser hereby represents and warrants to and agrees with the Company that:
(ba) it is not acquiring the Notes with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and It will offer and sell the Notes only toto persons whom it reasonably believes are “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A in transactions meeting the requirements of Rule 144A and that, (A) persons reasonably believed by such Initial Purchaser to be QIBs, (B) persons reasonably believed by such Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by such Initial Purchaser to be Regulation S Persons; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided in the Final Memorandum under the caption “Notice to Investors” contained in ”;
(b) It is a QIB within the Pricing Disclosure Package and the Final Offering Memorandum.meaning of Rule 144A;
(c) no It has not and will not, directly or indirectly, solicit offers for, or offer or sell, the Notes by any form of general solicitation or solicitation, general advertising (as such terms are used in violation of the Securities Act has been Regulation D) or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or, with Act; and
(d) With respect to offers and sales outside the United States:
(i) It understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Notes, or possession or distribution of either Memorandum or any other offering or publicity material relating to the Notes, in any country or jurisdiction where action for that purpose is required; and
(ii) The offer and sale of the Notes have not been registered under the Act and may not be offered or sold except in accordance with Rule 144A.
(iii) It has:
(1) not offered or sold and, prior to the date six months after the date of issue of the Notes, will not offer or sell any Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995;
(2) only communicated or caused to be sold communicated any invitation or inducement to engage in reliance on Regulation S under investment activity (within the Securities Act, meaning of Section 21 of the Financial Services and Markets Act of 2000) (the “FSMA”) received by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives it in connection with the offer and issue or sale of any Notes in circumstances in which Section 21(1) of the NotesFSMA does not apply to the issuer; and
(3) complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes and the Shares issuable upon conversions of the Notes in, from or otherwise involving the United Kingdom.
Appears in 1 contract
Representations and Warranties of the Initial Purchasers. Each Initial Purchaser, severally and not jointly, represents represents, warrants and warrants covenants to the Company and agrees that:
(a) it Such Initial Purchaser is a QIB and it will offer an accredited investor within the Notes for resale only upon meanings of Rule 501(a) of the terms Securities Act, with such knowledge and conditions set forth experience in this Agreement financial and business matters as are necessary in order to evaluate the merits and risks of an investment in the Pricing Disclosure Package and the Final Offering MemorandumNotes.
(b) it is Such Initial Purchaser (i) has not acquiring the Notes with a view to any distribution thereof that would violate the Securities Act solicited offers for, or the securities laws of any state of the United States offered or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only fromsold, and will not solicit offers for, or offer and sell or sell, the Notes only to, (A) persons reasonably believed by such Initial Purchaser to be QIBs, (B) persons reasonably believed by such Initial Purchaser to be Accredited Investors or (C) non-U.S. persons reasonably believed by such Initial Purchaser to be Regulation S Persons; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package and the Final Offering Memorandum.
(c) no means of any form of general solicitation or general advertising in violation within the meaning of Rule 502(c) of Regulation D under the Securities Act has been (“Regulation D”) or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act orand (ii) it has solicited and will solicit offers for the Notes only from, with respect and has offered or sold and will offer, sell or deliver the Notes, as part of their initial offering, only within the United States to Notes persons whom it reasonably believes to be sold (i) QIBs, or if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to it that each such account is a QIB to whom notice has been given that such sale or delivery is being made in reliance on Regulation S Rule 144A and in each case, in transactions under Rule 144A or (ii) Institutional Accredited Investors that, prior to their purchase of the Notes, deliver to the Initial Purchasers a letter containing the representations and agreements set forth in Annex B to the Offering Memorandum, in transactions pursuant to another exemption from the registration requirements of the Securities Act, including pursuant to transactions under “Section 4(1-1/2)”.
(c) Each Initial Purchaser, severally and not jointly, covenants and agrees with the Company that such Initial Purchaser will not use or refer to any “Free Writing Offering Document” (as defined in Rule 405 under the Securities Act, by means ) without the prior written consent of any directed selling efforts be made by the Company where the use of or reference to such Initial Purchaser or any of its representatives in connection “Free Writing Offering Document” would require the Company to file with the offer and sale of Commission any of “issuer information” (as defined in Rule 433 under the NotesSecurities Act).
Appears in 1 contract
Representations and Warranties of the Initial Purchasers. Each of the Initial Purchaser, severally Purchasers represent and not jointly, represents and warrants warrant that:
(a) it It is a QIB as defined in Rule 144A under the Act and it will offer the Notes for resale only upon the terms and conditions set forth in this Agreement and in the Pricing Disclosure Package and the Final Offering MemorandumCircular.
(b) it It is not acquiring the Notes with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and will offer and sell the Notes only to, (A) persons reasonably believed by such the Initial Purchaser Purchasers to be QIBs, QIBs or (B) persons reasonably believed by such the Initial Purchaser Purchasers to be Accredited Investors or (C) non-U.S. persons reasonably believed by such the Initial Purchaser Purchasers to be a purchaser referred to in Regulation S Personsunder the Act; provided, however, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package and the Final Offering MemorandumCircular.
(c) no No form of general solicitation or general advertising in violation of the Securities Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or, with respect to Notes to be sold in reliance on Regulation S under the Securities ActS, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the Notes.
(d) The Initial Purchasers will deliver to each Subsequent Purchaser of the Notes, in connection with their original distribution of the Notes, a copy of the Final Offering Circular, as amended and supplemented at the date of such delivery.
(e) Each Initial Purchaser acknowledges and agrees that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers hereunder, counsel for the Company and counsel for the Initial Purchasers, respectively, may rely upon the accuracy of the representations and warranties of the Initial Purchasers, and compliance by the Initial Purchasers with their agreements, contained herein, and each Initial Purchaser hereby consents to such reliance.
Appears in 1 contract
Sources: Purchase Agreement (Ship Finance International LTD)
Representations and Warranties of the Initial Purchasers. Each The Initial Purchaser, severally and not jointly, represents and warrants that:
(a) it is a QIB and it will Purchasers propose to offer the Notes for resale only sale upon the terms and conditions set forth in this Agreement and in the Pricing Disclosure Package Memorandum, and each of the Final Offering Memorandum.Initial Purchasers hereby represents and warrants to and agrees with the Company that:
(ba) it is not acquiring the Notes with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and It will offer and sell the Notes only to, only: (Ai) to persons that it reasonably believed by such Initial Purchaser believes are "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A in transactions meeting the conditions of Rule 144A and (ii) outside the United States to be QIBs, (B) persons reasonably believed by such Initial Purchaser to be Accredited Investors or (C) non-other than U.S. persons reasonably believed by such Initial Purchaser to be (as defined in Regulation S) in compliance with Regulation S Persons; providedand that, howeverin each case, that in purchasing such Notes, such persons are deemed to have represented and agreed as provided in the Memorandum under the caption “"Notice to Investors” contained in ";
(b) It is a QIB within the Pricing Disclosure Package and the Final Offering Memorandum.meaning of Rule 144A;
(c) no It has not and will not directly or indirectly, solicit offers in the United States for, or offer or sell, the Notes by any form of general solicitation or solicitation, general advertising (as such terms are used in violation of the Securities Act has been Regulation D) or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or, with Act; and
(d) With respect to offers and sales outside the United States:
(i) It understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Notes, or possession or distribution of the Memorandum or any other offering or publicity material relating to the Notes, in any country or jurisdiction where action for that purpose is required;
(ii) The Notes to be sold in reliance on Regulation S have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A or Regulation S or pursuant to another exemption from the registration requirements of the Securities Act; and
(iii) It has offered the Notes and will offer and sell the Notes (A) as part of their distribution at any time and (B) otherwise until one year after the later of the commencement of the offering and the time of purchase (or the additional time of purchase, by means if later) (the "Distribution Compliance Period"), only in accordance with Rule 903 of Regulation S or as otherwise permitted in this Section 4; accordingly, neither it, its Affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Notes, and it, its Affiliates and such persons have complied and will comply with the offering restrictions requirements of Regulation S, including, during the Distribution Compliance Period:
(1) no such offer or sale will be made by such to a U.S. person or for the account or benefit of a U.S. person (other than the Initial Purchaser Purchasers);
(2) it will not engage in hedging transactions involving the Notes or any of its representatives the Shares unless in connection compliance with the offer Securities Act and sale will include in any information provided to publishers of publicly available databases a statement that the Notes are subject to restrictions under Regulation S and Rule 144A; and
(3) it, its Affiliates and any person acting on its or their behalf, if selling Notes to a dealer or a person receiving a selling concession, fee or other remuneration in respect of the Notes, will send a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as set forth in this Section 4.
Appears in 1 contract
Representations and Warranties of the Initial Purchasers. Each of the Initial PurchaserPurchasers, severally and not jointly, represents and warrants (as to itself only) that:
(a) it It is a QIB as defined in Rule 144A under the Act and it will offer the Notes Offered Securities for resale only upon the terms and conditions set forth in this Agreement and in the Pricing Disclosure Package Time of Sale Document and the Final Offering Memorandum.
(b) it It is not acquiring the Notes Offered Securities with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes Offered Securities only from, and will offer and sell the Notes Offered Securities only to, (A) persons reasonably believed by such Initial Purchaser it to be QIBs, QIBs or (B) persons reasonably believed by such Initial Purchaser to be Accredited Investors or (C) persons reasonably believed by it to be non-U.S. persons reasonably believed by such Initial Purchaser referred to be in Regulation S Personsunder the Act; provided, however, that in purchasing such NotesOffered Securities, such persons are deemed to have represented and agreed as provided under the caption “Notice to Investors” contained in the Pricing Disclosure Package Time of Sale Document and the Final Offering Memorandum.
(c) no No form of general solicitation or general advertising in violation of the Securities Act has been or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or, with respect to Notes Offered Securities to be sold in reliance on Regulation S under the Securities ActS, by means of any directed selling efforts be made by such Initial Purchaser or any of its representatives in connection with the offer and sale of any of the NotesOffered Securities.
Appears in 1 contract
Sources: Purchase Agreement (FiberTower CORP)
Representations and Warranties of the Initial Purchasers. Each The Initial Purchaser, severally and not jointly, represents and warrants that:
(a) it is a QIB and it will Purchasers propose to offer the Notes for resale only sale upon the terms and conditions set forth in this Agreement and in the Pricing Disclosure Package and the Final Offering Memorandum., and each Initial Purchaser hereby represents and warrants to and agrees with the Company that:
(ba) it is not acquiring the Notes with a view to any distribution thereof that would violate the Securities Act or the securities laws of any state of the United States or any other applicable jurisdiction. In connection with the Exempt Resales, it will solicit offers to buy the Notes only from, and It will offer and sell the Notes only to, only: (Ai) to persons whom it reasonably believed by such Initial Purchaser believes are "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A in transactions meeting the requirements of Rule 144A and (ii) outside the United States to be QIBs, (B) persons reasonably believed by such Initial Purchaser to be Accredited Investors or (C) non-other than U.S. persons reasonably believed by such Initial Purchaser to be (as defined in Regulation S Persons; providedS) in compliance with Regulation S, howeverwho, that in each case, in purchasing such Notes, such persons are deemed to have represented and agreed as provided in the Offering Memorandum under the caption “"Notice to Investors” contained in investors";
(b) It is a QIB within the Pricing Disclosure Package and the Final Offering Memorandum.meaning of Rule 144A;
(c) no It has not and will not directly or indirectly, solicit offers in the United States for, or offer or sell, the Notes by any form of general solicitation or solicitation, general advertising (as such terms are used in violation of the Securities Act has been Regulation D) or will be used nor will any offers in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or, with Act; and
(d) With respect to offers and sales outside the United States:
(i) It understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Notes, or possession or distribution of the Offering Memorandum or any other offering or publicity material relating to the Notes, in any country or jurisdiction where action for that purpose is required;
(ii) The Notes to have not been registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in reliance on accordance with Rule 144A or Regulation S under or pursuant to another exemption from the Securities registration requirements of the Act; and
(iii) It has offered the Notes and will offer and sell the Notes (A) as part of their distribution at any time and (B) otherwise until one year after the later of the commencement of the offering and the time of purchase (or the additional time of purchase, by means if later) (the "Distribution Compliance Period"), only in accordance with Rule 903 of Regulation S or as otherwise permitted in this Section 4; accordingly, neither it, its Affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Notes, and it, its Affiliates and such persons have complied and will comply with the offering restrictions requirement of Regulation S, including, during the Distribution Compliance Period:
a) no such offer or sale will be made by such to a U.S. person or for the account or benefit of a U.S. person (other than an Initial Purchaser Purchaser);
b) it will not engage in hedging transactions involving the Notes or any of its representatives the Shares unless in connection compliance with the offer Act and sale will include in any information provided to publishers of publicly available databases a statement that the Notes are subject to restrictions under Regulation S and Rule 144A; and
c) it, its Affiliates and any person acting on its behalf, if selling Notes to another Initial Purchaser, a dealer or a person receiving a selling concession, fee or other remuneration in respect of the Notes, will send a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as set forth in this Section 4.
Appears in 1 contract