Subsequent Offers and Resales of the Notes. (a) The Initial Purchaser and the Company hereby establish and agree to observe the following procedures in connection with the offer and sale of the Notes: (i) Offers and sales of the Notes shall only be made to persons whom the offeror or seller reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Securities Act) or persons who are not U.S. persons (as defined in Rule 902(k) under the Securities Act) in accordance with Regulation S. (ii) No general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) will be used in the United States in connection with the offering or sale of the Notes. (iii) In the case of a non-bank Subsequent Purchaser of a Note acting as a fiduciary for one or more third parties, each third party shall, in the judgment of the applicable Initial Purchaser, be a QIB. (iv) The Initial Purchaser will take reasonable steps to inform, and cause each of its U.S. affiliates to take reasonable steps to inform, persons acquiring Notes from such Initial Purchaser or affiliate, as the case may be, in the United States that the Notes (A) have not been registered under the Securities Act, (B) are being sold to them without registration under the Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the Securities Act, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the Company, (2) outside the United States to non-U.S. persons in accordance with Regulation S or (3) to U.S. persons in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a QIB that is purchasing such Notes for its own account or for the account of a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (y) pursuant to another available exemption from registration under the Securities Act. (v) The transfer restrictions and the other provisions set forth in the Offering Memorandum under the heading "Notice to Investors; Transfer Restrictions," including the legend required thereby, shall apply to the Notes except as otherwise agreed by the Company and the Initial Purchaser or as otherwise required by law. (b) The Company covenants with the Initial Purchaser as follows: (i) The Company agrees that it will not and will cause its Affiliates not to, directly or indirectly, solicit any offer to buy or make any offer or sale of, or otherwise negotiate in respect of, securities of the Company of any class if, as a result of the doctrine of "integration" referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Notes by the Company to the Initial Purchaser, (ii) the resale of the Notes by the Initial Purchaser to Subsequent Purchasers or (iii) the resale of the Notes by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof, by Rule 144A thereunder, by Regulation S thereunder or otherwise. (ii) The Company agrees that, in order to render the Notes eligible for resale pursuant to Rule 144A under the Securities Act, while any of the Notes remains outstanding, it will make available, upon request, to any holder of Notes or prospective purchasers of Notes the information specified in Rule 144A(d)(4), unless the Company furnishes information to the Commission pursuant to Section 13 or 15(d) of the Exchange Act (such information, whether made available to holders or prospective purchasers or furnished to the Commission, is herein referred to as "Additional Information"). (iii) During the period beginning on the last date of original issuance of the Notes and ending on the date that is two years from such date, the Company will not, and will use all reasonable efforts not to permit any of its "affiliates" (as defined under Rule 144 under the Securities Act or any successor provision thereto) to, resell (x) any Notes which constitute "restricted securities" under Rule 144 or (y) any securities into which the Notes have been converted which constitute "restricted securities" under Rule 144, that in either case have been reacquired by any of them, except pursuant to an effective registration statement under the Securities Act.
Appears in 1 contract
Subsequent Offers and Resales of the Notes. (a) The Each of the Initial Purchaser and the Company hereby establish and agree to observe the following procedures in connection with the offer and sale of the Notes:
(i) Offers and sales of the Notes shall only be made to persons whom the offeror or seller reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Securities Act) or as an offshore transaction to persons who are not U.S. persons (as such terms are defined in Rule 902(k) Regulation S under the Securities Act) in accordance with Regulation S.
(ii) No general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) will be used in the United States in connection with the offering or sale of the NotesNotes and neither the Initial Purchaser, the Company or any of their respective affiliates will engage in any directed selling efforts (as such term is defined in Regulation S under the Securities Act).
(iii) In the case of a non-bank Subsequent Purchaser of a Note acting as a fiduciary for one or more third parties, each third party shall, in the judgment of the applicable Initial Purchaser, be a QIB.
(iv) The Initial Purchaser will take reasonable steps to inform, and cause each of its U.S. affiliates to take reasonable steps to inform, persons acquiring Notes from such the Initial Purchaser or affiliate, as the case may be, in the United States that the Notes (A) have not been registered under the Securities Act, (B) are being sold to them without registration under the Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the Securities Act, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the Company, (2) outside the United States to non-U.S. persons in accordance with Regulation S or (3) to U.S. persons in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a QIB that is purchasing such Notes for its own account or for the account of a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (y) pursuant to another available exemption from registration under the Securities Act.
(v) The transfer restrictions and the other provisions set forth in the Offering Memorandum under the heading "Notice to Investors; Transfer Restrictions," including the legend required thereby, shall apply to the Notes except as otherwise agreed by the Company and the Initial Purchaser or as otherwise required by lawPurchaser.
(b) The Company covenants with the Initial Purchaser as follows:
(i) The Company agrees that it will not and will cause its Affiliates under its control not to, directly or indirectly, solicit any offer to buy or make any offer or sale of, or otherwise negotiate in respect of, securities of the Company of any class if, as a result of the doctrine of "integration" referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Notes by the Company to the Initial Purchaser, (ii) the resale of the Notes by the Initial Purchaser to Subsequent Purchasers or (iii) the resale of the Notes by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof, by Rule 144A thereunder, by Regulation S thereunder or otherwise.
(ii) The Company agrees that, in order to render the Notes eligible for resale pursuant to Rule 144A under the Securities Act, while any of the Notes remains remain outstanding, it will make available, upon request, to any holder of Notes or prospective purchasers of Notes the information specified in Rule 144A(d)(4), unless the Company furnishes information to the Commission pursuant to Section 13 or 15(d) of the Exchange Act (such information, whether made available to holders or prospective purchasers or furnished to the Commission, is herein referred to as "Additional Information").
(iii) During the period beginning on the last date of original issuance of the Notes and ending on the date that is two years from such date, the Company will not, and will use all reasonable efforts not to permit any of its "affiliates" (as defined under Rule 144 under the Securities Act or any successor provision thereto) which are under its control, to, resell (x) any Notes which constitute "restricted securities" under Rule 144 or (y) any securities into which the Notes have been converted which constitute "restricted securities" under Rule 144, that in either case have been reacquired by any of them, except pursuant to an effective registration statement under the Securities ActAct or an applicable exemption therefrom.
Appears in 1 contract
Sources: Purchase Agreement (Nco Group Inc)
Subsequent Offers and Resales of the Notes. (a) The Initial Purchaser and the Company hereby establish and agree to observe the following procedures in connection with the offer and sale of the Notes:
(i) Offers and sales of the Notes shall only be made to persons whom the offeror or seller reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Securities Act) or persons who are not U.S. persons (as defined in Rule 902(k) under the Securities Act) in accordance with Regulation S.
(ii) No general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) will be used in the United States in connection with the offering or sale of the Notes.
(iii) In the case of a non-bank Subsequent Purchaser of a Note acting as a fiduciary for one or more third parties, each third party shall, in the judgment of the applicable Initial Purchaser, be a QIB.
(iv) The Initial Purchaser will take reasonable steps to inform, and cause each of its U.S. affiliates to take reasonable steps to inform, persons acquiring Notes from such Initial Purchaser or affiliate, as the case may be, in the United States that the Notes (A) have not been registered under the Securities Act, (B) are being sold to them without registration under the Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the Securities Act, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the Company, (2) outside the United States to non-U.S. persons in accordance with Regulation S or (3) to U.S. persons in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a QIB that is purchasing such Notes for its own account or for the account of a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (y) pursuant to another available exemption from registration under the Securities Act.
(v) The transfer restrictions and the other provisions set forth in the Offering Memorandum under the heading "Notice to Investors; Transfer Restrictions," including the legend required thereby, shall apply to the Notes except as otherwise agreed by the Company and the Initial Purchaser or as otherwise required by law.
(b) The Company covenants with the Initial Purchaser as follows:
(i) The Company agrees that it will not and will cause its Affiliates not to, directly or indirectly, solicit any offer to buy or make any offer or sale of, or otherwise negotiate in respect of, securities of the Company of any class if, as a result of the doctrine of "integration" referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Notes by the Company to the Initial Purchaser, (ii) the resale of the Notes by the Initial Purchaser to Subsequent Purchasers or (iii) the resale of the Notes by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof, by Rule 144A thereunder, by Regulation S thereunder or otherwise.
(ii) The Company agrees that, in order to render the Notes eligible for resale pursuant to Rule 144A under the Securities Act, while any of the Notes remains outstanding, it will make available, upon request, to any holder of Notes or prospective purchasers of Notes the information specified in Rule 144A(d)(4), unless the Company furnishes information to the Commission pursuant to Section 13 or 15(d) of the Exchange Act (such information, whether made available to holders or prospective purchasers or furnished to the Commission, is herein referred to as "Additional Information").
(iii) During the period beginning on the last date of original issuance of the Notes and ending on the date that is two years from such date, the Company will not, and will use all reasonable efforts not to permit any of its "affiliates" (as defined under Rule 144 under the Securities Act or any successor provision thereto) to, resell (x) any Notes which constitute "restricted securities" under Rule 144 or (y) any securities into which the Notes have been converted which constitute "restricted securities" under Rule 144, that in either case have been reacquired by any of them, except pursuant to an effective registration statement under the Securities Act.the
Appears in 1 contract
Subsequent Offers and Resales of the Notes. (a) The Initial Purchaser Purchasers and the Company hereby establish and agree to observe the following procedures in connection with the offer and sale of the Notes:
(i) Offers and sales of a. Each Initial Purchaser has advised the Company that it will offer the Notes shall only for resale (the "EXEMPT RESALES") upon the terms and conditions set forth in this Agreement and the Offering Memorandum. The Notes have not been and will not be made to persons whom the offeror or seller reasonably believes to be qualified institutional buyers (as defined in Rule 144A registered under the Securities Act. Each Initial Purchaser agrees that it will not take, and acknowledges that the Company has not taken, any action that would permit a public offering of the Notes in any jurisdiction and further agrees that, with respect to the offer or sale of any Notes or the delivery or distribution of any Offering Memorandum, it will comply with applicable laws and regulations in such jurisdictions or to which it is otherwise subject. Such Initial Purchaser further agrees that it is not acquiring the Notes with a view to any distribution thereof or with any present intention of offering or selling any of the Notes in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction.
b. Each Initial Purchaser represents and warrants that (i) it is a qualified institutional buyer within the meaning of Rule 144A with such knowledge and experience in financial and business matters as are necessary in order to evaluate the merits and risks of investing in the Notes or persons who are is not a U.S. person and is acquiring the Notes outside the United States in compliance with Rule 903 or 904 under the Securities Act and (ii) that neither it nor any of its affiliates nor any person acting on behalf of any such person has engaged in any general solicitation or general advertising, within the meaning of Regulation D, under the Securities Act, in connection with the offer, sale or resale of the Notes.
c. In connection with sales outside the United States, each Initial Purchaser agrees that it has not and will not offer, sell or deliver Notes (i) as part of its distribution thereof at any time or (ii) otherwise until 40 days after completion of the distribution, as determined by the Representative, to or for the account or benefit of U.S. persons (as defined in Regulation S). Each Initial Purchaser confirms that neither it nor its affiliates nor any person acting on behalf of any such person has engaged in any "directed selling efforts" (as such term is defined in Regulation S) with respect to the Notes and that it and each such other person has complied with the offering restrictions requirement of Regulation S with respect to the Notes.
d. Such Initial Purchasers agree that, at or prior to entering into any contractual arrangement with any distributor (as that term is defined for the purposes of Regulation S) with respect to the distribution of the Notes without the written consent of the Company, the Initial Purchasers will cause such distributor to agree in writing to comply with the provisions of Regulation S to at least the same extent as required of the Initial Purchasers hereunder.
e. Each of the Initial Purchasers acknowledges and agrees that it has not and will not offer, sell or deliver the Notes in the United States or to or for the account of any U.S. Person other than (A)(i) distributors (as defined in Regulation S) who, in purchasing the Notes will be deemed to have represented and agreed that their purchase of the Notes pursuant to Regulation S is not a part of a plan or a scheme to evade the registration provisions of the Securities Act and (ii) institutional buyers that are reasonably believed to be "qualified institutional buyers" (as defined in Rule 902(k144A) who, in purchasing the Notes will be deemed to have represented that (x) they are purchasing the Notes for their own account or accounts with respect to which they exercise sole investment discretion and that they or such accounts are "qualified institutional buyers" (as defined in Rule 144A) and (y) they acknowledge that the seller of such Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A thereunder and such Notes will not have been registered under the Securities Act, and (B) to eligible purchasers who agree (1) that Notes purchased by them may be resold, pledged or otherwise transferred within the time period referred to under Rule 144(k) (taking into account the provisions of Rule 144(d) under the Securities Act) in accordance with Regulation S.
(ii) No general solicitation or general advertising (within the meaning of Rule 502(c, if applicable) under the Securities Act, as in effect on the date of the transfer of such Notes, only (a) will be used to the Company, (b) to a "qualified institutional buyer" in compliance with Rule 144A, (c) outside the United States in connection compliance with Rule 903 or 904 under the offering Securities Act, (d) pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available) or, (e) pursuant to a registration statement which has been declared effective under the Securities Act, and (2) to deliver to each person to whom such Notes or an interest therein is transferred a notice substantially to the effect of the foregoing.
f. Each of the Initial Purchasers has advised the Company that, prior to the confirmation of sale of the any Notes.
(iii) In the case of , it will have sent to each dealer, distributor or person receiving a non-bank Subsequent Purchaser of a Note acting as a fiduciary for one selling concession fee or more third parties, each third party shall, in the judgment of the applicable Initial Purchaser, be a QIB.
(iv) The Initial Purchaser will take reasonable steps to inform, and cause each of its U.S. affiliates to take reasonable steps to inform, persons acquiring other remuneration that purchases any Notes from such Initial Purchaser it during the restricted period a confirmation or affiliate, as notice substantially to the case may be, in the United States that the following effect: "The Notes (A) have not been registered under the Securities ActAct of 1933, as amended (B) are being sold to them without registration under the Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the Securities Act, as the case may be), and (C) may not be offered, offered and sold or otherwise transferred except (1) to the Company, (2) outside within the United States to non-or to, or for the account or benefit of U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the Offering and the Closing Date or Option Closing Date, except in either case in accordance with Regulation S (or (3) to U.S. persons in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a QIB in transactions that is purchasing such Notes for its own account or for the account of a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (y) pursuant to another available exemption from registration under the Securities Act.
(v) The transfer restrictions and the other provisions set forth in the Offering Memorandum under the heading "Notice to Investors; Transfer Restrictions," including the legend required thereby, shall apply to the Notes except as otherwise agreed by the Company and the Initial Purchaser or as otherwise required by law.
(b) The Company covenants with the Initial Purchaser as follows:
(i) The Company agrees that it will not and will cause its Affiliates not to, directly or indirectly, solicit any offer to buy or make any offer or sale of, or otherwise negotiate in respect of, securities of the Company of any class if, as a result of the doctrine of "integration" referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Notes by the Company to the Initial Purchaser, (ii) the resale of the Notes by the Initial Purchaser to Subsequent Purchasers or (iii) the resale of the Notes by such Subsequent Purchasers to others) the exemption are exempt from the registration requirements of the Securities Act provided by Section 4(2Act) thereof, by Rule 144A thereunder, by Regulation S thereunder or otherwise.
(ii) The Company agrees that, in order to render the Notes eligible for resale pursuant to Rule 144A under the Securities Act, while and in connection with any subsequent sale by you of the Notes 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."
g. Each Initial Purchaser represents, warrants and agrees that (i) it has not offered or sold and prior to the expiration of six months from the Closing Date or Option Closing Date will not offer or sell Notes to persons in the United Kingdom, other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (whether as principal or agent) for the purposes of their businesses or otherwise in circumstances which will not result in an offer to the public within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Public Offers of Securities Regulations and the Financial Services Act of 1986 with respect to anything done by it in relation to the Notes in, from, or otherwise involving the United Kingdom and (iii) it has only issued or passed on and will only issue or pass on, to any person in the United Kingdom any documents received by it in connection with the issue of the Notes if the person is of a kind described in Article 11(c) of the Financial Services Act of 1986 (Investment Advertisements) (Exemptions) Order 1995 or is a person whom the documents may lawfully be issued or passed on.
h. Each Initial Purchaser agrees that it will not offer, sell or deliver any of the Notes remains outstandingin any jurisdiction outside the United States except under circumstances that will result in compliance with the applicable laws thereof, and that it will make available, upon request, take at its own expense whatever action is required to any holder of Notes or prospective purchasers of Notes the information specified in Rule 144A(d)(4), unless the Company furnishes information to the Commission pursuant to Section 13 or 15(d) of the Exchange Act (such information, whether made available to holders or prospective purchasers or furnished to the Commission, is herein referred to as "Additional Information").
(iii) During the period beginning on the last date of original issuance permit its purchase and resale of the Notes in such jurisdictions. Each Initial Purchaser understands that no action has been taken to permit a public offering in any jurisdiction outside the United States where action would be required for such purpose.
i. The Notes offered and ending sold by the Initial Purchasers pursuant hereto in reliance on the date that is two years from such date, the Company will not, Regulation S have been and will use all reasonable efforts not to permit any be offered and sold only in offshore transactions.
j. The sale of its "affiliates" (as defined under Rule 144 under the Securities Act or any successor provision thereto) to, resell (x) any Notes which constitute "restricted securities" under Rule 144 or (y) any securities into which the Notes have been converted which constitute "restricted securities" under Rule 144, that offered and sold by the Initial Purchaser pursuant hereto in either case have been reacquired by any reliance on Regulation S is not part of them, except pursuant a plan or scheme to an effective evade the registration statement under provisions of the Securities Act.
k. The Initial Purchasers acknowledge that the Company and its subsidiaries and, for purposes of the opinions to be delivered to each Initial Purchaser pursuant to Section 6 hereof, counsel to the Company and the Guarantors and counsel to the Initial Purchasers will rely upon the accuracy and truth of the foregoing representations by the Initial Purchasers and the Initial Purchasers hereby consent to such reliance. 4.
Appears in 1 contract
Subsequent Offers and Resales of the Notes. (a) The Initial Purchaser and the Company hereby establish and agree to observe the following procedures in connection with the offer and sale of resale by the Notes:
(i) Offers and sales of the Notes shall only be made to persons whom the offeror or seller reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Securities Act) or persons who are not U.S. persons (as defined in Rule 902(k) under the Securities Act) in accordance with Regulation S.
(ii) No general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) will be used in the United States in connection with the offering or sale Initial Purchaser of the Notes.
(iii) a. In connection with the case of a non-bank Subsequent Exempt Resales, the Initial Purchaser of a Note acting as a fiduciary for one or more third partieswill solicit offers to buy the Series A Notes only from, each third party shall, in and will offer to sell the judgment of the applicable Initial Purchaser, be a QIB.
(iv) Series A Notes only to Eligible Purchasers. The Initial Purchaser (I) will take reasonable steps offer to informsell the Series A Notes only to, and cause each of its U.S. affiliates will solicit offers to take reasonable steps buy the Series A Notes only from (A) QIB's who in purchasing such Series A Notes will be deemed to inform, persons acquiring have represented and agreed that they are purchasing the Series A Notes from for their own accounts or accounts with respect to which they exercise sole investment discretion and that they or such Initial Purchaser or affiliate, as the case may be, in accounts are QIBs and (B) Accredited Investors who make the
(1) inside the United States that the Notes (A) have not been registered under the Securities Act, (B) are being sold to them without registration under the Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the Securities Act, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the Company, (2) outside the United States to non-U.S. persons in accordance with Regulation S or (3) to U.S. persons in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a QIB that is purchasing such Notes for its own account in a transaction meeting the requirements of Rule 144A, or for in a transaction meeting the account requirements of a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (y) pursuant to another available exemption from registration 144 under the Securities Act, or in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Company or the Guarantor so requests), (2) outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act, (3) to the Company, or (4) pursuant to an effective registration statement under the Securities Act, and (B) in each case, in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction and (iii) that such QIBs and Accredited Investors will acknowledge and agree that the holder will, and each subsequent holder is required to, notify any purchaser of the security evidenced thereby of the resale restrictions set forth in (ii) above.
b. The Series A Notes will be offered by the Initial Purchaser only by approaching prospective purchasers on an individual basis. No general solicitation or general advertising nor any other method described in Rule 502(c) under the Securities Act (vas such terms are used in Regulation D under the Securities Act) will be used in connection with the offering of the Series A Notes.
c. The transfer restrictions and the other provisions set forth in the Offering Memorandum under the heading "Notice to Investors; Transfer Restrictions," Indenture, including the legend required thereby, shall apply to the Series A Notes except as otherwise agreed by the Company and the Initial Purchaser or as otherwise required by law.
(b) The Company covenants with the Initial Purchaser as follows:
(i) The Company agrees that it will not and will cause its Affiliates not to, directly or indirectly, solicit any offer to buy or make any offer or sale of, or otherwise negotiate in respect of, securities of the Company of any class if, as a result of the doctrine of "integration" referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) Purchaser. Following the sale of the Notes by the Company to the Initial Purchaser, (ii) the resale of the Series A Notes by the Initial Purchaser to Subsequent Eligible Purchasers or (iii) the resale of the Notes by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof, by Rule 144A thereunder, by Regulation S thereunder or otherwise.
(ii) The Company agrees that, in order to render the Notes eligible for resale pursuant to Rule 144A the terms hereof, the Initial Purchaser shall not be liable or responsible to the Company for any losses, damages or liabilities suffered or incurred by the Company, including any losses, damages or liabilities under the Securities Act, while arising from or relating to any subsequent resale or transfer of any Series A Notes.
d. The Initial Purchaser will deliver to each purchaser of the Series A Notes remains outstandingfrom the Initial Purchaser, it will make availablein connection with its original distribution of the Series A Notes, upon requesta copy of the Offering Memorandum, as amended and supplemented, if applicable, at the date of such delivery.
e. In connection with its original distribution of the Series A Notes, the Company agrees that, prior to any holder offer or resale of the Series A Notes or by the Initial Purchaser, the Initial Purchaser and Milbank, Tweed, Hadl▇▇ & ▇cCl▇▇ ("▇nitial Purchaser's Counsel") shall have the right to make reasonable due diligence inquiries into the business of the Company. The Company also agrees to provide answers to questions from each prospective purchasers of Notes the information specified in Rule 144A(d)(4), unless Eligible Purchaser concerning the Company furnishes information (to the Commission pursuant to Section 13 or 15(d) of the Exchange Act (extent that such information, whether information can be made available to holders prospective Eligible Purchasers without unreasonable effort or prospective purchasers or furnished expense and to the Commission, extent the provision thereof is herein referred to as "Additional Information").
(iiinot prohibited by applicable law or requires the disclosure of any proprietary information or any other confidential information) During and the period beginning on the last date of original issuance terms and conditions of the Notes and ending on offering of the date that is two years from such dateSeries A Notes, as provided in the Company will not, and will use all reasonable efforts not to permit any of its "affiliates" (as defined under Rule 144 under the Securities Act or any successor provision thereto) to, resell (x) any Notes which constitute "restricted securities" under Rule 144 or (y) any securities into which the Notes have been converted which constitute "restricted securities" under Rule 144, that in either case have been reacquired by any of them, except pursuant to an effective registration statement under the Securities ActOffering Memorandum.
Appears in 1 contract
Subsequent Offers and Resales of the Notes. (a) The Each of the Initial Purchaser Purchasers and the Company Issuer hereby establish establishes and agree agrees to observe the following procedures in connection with the offer and sale of the Notes:
(i) Offers and sales of the Notes shall only be made (A) to persons whom the offeror or seller reasonably believes to be qualified institutional buyers QIBs or (as defined in Rule 144A under the Securities ActB) or persons who are not U.S. persons (as defined in Rule 902(k) under the Securities Act) in accordance with Regulation S.to a limited number of IAIs.
(ii) No general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) will be used in the United States in connection with the offering or sale of the Notes.
(iii) In the case of a non-bank Subsequent Eligible Purchaser of a Note acting as a fiduciary for one or more third parties, each third party shall, in the judgment of the applicable Initial Purchaser, be an IAI or a QIB.
(iv) The Each Initial Purchaser will take reasonable steps to inform, and cause each of its U.S. affiliates to take reasonable steps to inform, persons acquiring Notes from such Initial Purchaser or affiliate, as the case may be, in the United States that the Notes (A) have not been and will not be registered under the Securities Act, (B) are being sold to them without registration under the Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the Securities Act, as the case may be, be and (C) may not be offered, sold or otherwise transferred except (1) to the Company, Issuer or (2) outside inside the United States to non-U.S. persons in accordance with Regulation S or (3) to U.S. persons in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a QIB that is purchasing such Notes for its own account or for the account of a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (y) pursuant to another available exemption from registration under the Securities Act.
(v) No sale of the Notes to any one IAI will be for less than U.S. $100,000 and for any other Eligible Purchaser will be for less than U.S. $1,000 principal amount and no Note will be issued in a smaller principal amount, as applicable. If the Eligible Purchaser is a non-bank fiduciary acting on behalf of others, each person for whom it is acting must purchase at least U.S. $1,000 or U.S. $100,000 principal amount of the Notes, as applicable.
(vi) The transfer restrictions and the other provisions set forth in the Offering Memorandum under the heading "Notice to Investors; Transfer Restrictions," including the legend required thereby, shall apply to the Notes except as otherwise agreed by the Company Issuer and the Initial Purchaser or as otherwise required by lawPurchasers.
(b) The Company Issuer covenants with the each Initial Purchaser as follows:
(i) The Company Issuer agrees that it will not and will cause its Affiliates affiliates not to, directly or indirectly, solicit any offer to buy buy, sell or make any offer or sale of, or otherwise negotiate in respect of, securities of the Company Issuer of any class if, as a result of the doctrine of "integration" referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Notes by the Company Issuer to the Initial PurchaserPurchasers, (ii) the resale of the Notes by the Initial Purchaser Purchasers to Subsequent Eligible Purchasers or (iii) the resale of the Notes by such Subsequent Eligible Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof, thereof or by Rule 144A thereunder, by Regulation S thereunder or otherwise.
(ii) The Company Issuer agrees that, in order to render the Notes eligible for resale pursuant to Rule 144A under the Securities Act, while any of the Notes remains remain outstanding, it will make available, upon request, to any holder of Notes or prospective purchasers of Notes the information specified in Rule 144A(d)(4), unless the Company Issuer furnishes information to the Commission SEC pursuant to Section 13 or 15(d) of the Exchange Act (such information, whether made available to holders or prospective purchasers or furnished to the Commission, is herein referred to as "Additional Information")Act.
(iii) During Until the period beginning on expiration of two years after the last date of original issuance of the Notes and ending on the date that is two years from such dateNotes, the Company Issuer will not, and will use all reasonable efforts cause its affiliates not to permit to, resell any of its Notes which are "affiliatesrestricted securities" (as such term is defined under Rule 144 144(a)(3) under the Securities Act), whether as beneficial owner or otherwise (except as agent acting as a securities broker on behalf of and for the account of customers in the ordinary course of business in unsolicited broker's transactions).
(c) Each Initial Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Issuer that it is a QIB within the meaning of Rule 144A under the Securities Act.
(d) Each Initial Purchaser understands that the Notes 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 pursuant to an exemption from the registration requirements of the Securities Act. Each Initial Purchaser severally represents and agrees that, except as permitted by Section 2(a) above, it has offered and sold Notes and will offer and sell Notes (i) as part of its distribution at any time, only in accordance with Rule 144A under the Securities Act or any successor provision thereto) to, resell (x) any Notes which constitute "restricted securities" under Rule 144 or (y) any securities into which another applicable exemption from the Notes have been converted which constitute "restricted securities" under Rule 144, that in either case have been reacquired by any registration requirements of them, except pursuant to an effective registration statement under the Securities Act.
Appears in 1 contract
Subsequent Offers and Resales of the Notes. (a) The Each of the Initial Purchaser Purchasers and the Company Issuer hereby establish and agree to observe the following procedures in connection with the offer and sale of the Notes:
(i) Offers and sales of the Notes shall only be made (A) to persons whom the offeror or seller reasonably believes to be qualified institutional buyers QIBs, (B) to a limited number of IAIs or (C) non-U.S. persons outside the United States, as defined in Rule 144A Regulation S under the Securities Act) , to whom the offeror or persons who are not U.S. persons (as defined seller reasonably believes offers and sales of the Notes may be made in Rule 902(k) reliance upon Regulation S under the Securities Act) . Each Initial Purchaser severally agrees that it will not offer, sell or deliver any of the Notes in accordance any jurisdiction outside the United States except under circumstances that will result in compliance with Regulation S.the applicable laws thereof, and that it will take at its own expense whatever action is required to permit its purchase and sale of the Notes in such jurisdictions.
(ii) No general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) will be used in the United States in connection with the offering or sale of the Notes.
(iii) In the case of a non-bank Subsequent Eligible Purchaser of a Note acting as a fiduciary for one or more third parties, each third party shall, in the judgment of the applicable Initial Purchaser, be an IAI or a QIBQIB or a non-U.S. person outside the United States.
(iv) The Each Initial Purchaser will take reasonable steps to inform, and cause each of its U.S. affiliates to take reasonable steps to inform, persons acquiring Notes from such Initial Purchaser or affiliate, as the case may be, in the United States that the Notes (A) have not been and will not be registered under the Securities Act, (B) are being sold to them without registration under the Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the Securities Act, as the case may be, be and (C) may not be offered, sold or otherwise transferred except (1) to the CompanyIssuer, (2) outside the United States to non-U.S. persons in accordance with Regulation S or (3) to U.S. persons inside the United States in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a QIB that is purchasing such Notes for its own account or for the account of a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (y) pursuant to another available exemption from registration under the Securities Act.
(v) No sale of the Notes to any one IAI will be for less than U.S. $100,000 and for any other Eligible Purchaser will be for less than U.S. $1,000 principal amount and no Note will be issued in a smaller principal amount, as applicable. If the Eligible Purchaser is a non-bank fiduciary acting on behalf of others, each person for whom it is acting must purchase at least U.S. $1,000 or U.S. $100,000 principal amount of the Notes, as applicable.
(vi) The transfer restrictions and the other provisions set forth in the Offering Memorandum under the heading "Notice to Investors; Transfer Restrictions," including the legend required thereby, shall apply to the Notes except as otherwise agreed by the Company Issuer and the Initial Purchasers.
(vii) Each Initial Purchaser severally represents and warrants that:
(A) it has not offered or sold and, prior to the expiration of six months from the closing of the offering 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 principals or as agents) for the purposes of their businesses or otherwise required in circumstances which have not constituted or resulted in and will not constitute or result in an offer to the public in the United Kingdom, within the meaning of the Public Offers of Securities Regulations 1995;
(B) it has complied and will comply with all applicable provisions of the Financial Services Act of 1986 with respect to anything done by lawit in relation to the Notes in, from or otherwise involving the United Kingdom; and
(C) it has not issued or passed on and will not issue or pass on in the United Kingdom any document created or received by it in connection with the issue of the Notes 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 (as amended) or is a person to whom such document may otherwise lawfully be issued or passed on.
(b) The Company Issuer covenants with the each Initial Purchaser as follows:
(i) The Company Issuer agrees that it will not and will cause its Affiliates affiliates not to, directly or indirectly, solicit any offer to buy buy, sell or make any offer or sale of, or otherwise negotiate in respect of, securities of the Company Issuer of any class if, as a result of the doctrine of "integration" referred to in Rule 502 902 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Notes by the Company Issuer to the Initial PurchaserPurchasers, (ii) the resale of the Notes by the Initial Purchaser Purchasers to Subsequent Eligible Purchasers or (iii) the resale of the Notes by such Subsequent Eligible Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof, thereof or by Rule 144A thereunder, or by Regulation S thereunder or otherwise.
(ii) The Company Issuer agrees that, in order to render the Notes eligible for resale pursuant to Rule 144A under the Securities Act, while any of the Notes remains remain outstanding, it will make available, upon request, to any holder of Notes or prospective purchasers of Notes the information specified in Rule 144A(d)(4144(d)(4), unless the Company furnishes information to the Commission pursuant to Section 13 or 15(d) of the Exchange Act (such information, whether made available to holders or prospective purchasers or furnished to the Commission, is herein referred to as "Additional Information").
(iii) During the period beginning on the last date of original issuance of the Notes and ending on the date that is two years from such date, the Company will not, and will use all reasonable efforts not to permit any of its "affiliates" (as defined under Rule 144 under the Securities Act or any successor provision thereto) to, resell (x) any Notes which constitute "restricted securities" under Rule 144 or (y) any securities into which the Notes have been converted which constitute "restricted securities" under Rule 144, that in either case have been reacquired by any of them, except pursuant to an effective registration statement under the Securities Act.,
Appears in 1 contract
Subsequent Offers and Resales of the Notes. (a) The Each of the Initial Purchaser Purchasers and the Company hereby establish establishes and agree agrees to observe the following procedures in connection with the offer and sale by the Initial Purchasers of the Notes:.
(ia) Offers have been and will be, and sales of the Notes shall will be, made by the Initial Purchasers only be made in transactions that are Exempt Resales. Without limiting the foregoing, each of the Initial Purchasers agrees that, prior to persons whom the offeror date one year following the Closing Date, it will not make any offers or seller reasonably believes to be qualified institutional buyers sales of the Notes except in compliance with (as defined in Rule 144A a) the provisions of Rules 903 or 904 or Regulation S under the Securities Act, (b) or persons who are not U.S. persons (as defined in Rule 902(k) under pursuant to a registration statement filed pursuant to the Securities ActAct with respect to the Notes or (c) in accordance with Regulation S.pursuant to an available exemption from the registration requirements of the Securities Act . With respect to Institutional Accredited Investors, the Initial Purchasers shall not confirm any resale of the Notes until they have received an executed "Letter to be Delivered by Institutional Accredited Investors" (a form of which is attached hereto as Schedule D), signed on behalf of such Institutional Accredited Investor.
(iib) The Notes have been and will be offered by the Initial Purchasers only by approaching prospective Subsequent Purchasers on an individual basis. No general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) Act will be used in the United States in connection with the offering or sale of the Notes.
(iii) In the case of a non-bank Subsequent Purchaser of a Note acting as a fiduciary for one or more third parties, each third party shall, in the judgment . Each of the applicable Initial Purchaser, be a QIB.
(iv) The Initial Purchaser will take reasonable steps to inform, and cause each of its U.S. affiliates to take reasonable steps to inform, persons acquiring Notes from such Initial Purchaser or affiliate, as the case may be, in the United States that the Notes (A) have not been registered under the Securities Act, (B) are being sold to them without registration under the Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the Securities Act, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the Company, (2) outside the United States to non-U.S. persons in accordance with Regulation S or (3) to U.S. persons in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a QIB that is purchasing such Notes for its own account or for the account of a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (y) pursuant to another available exemption from registration under the Securities Act.
(v) The transfer restrictions and the other provisions set forth in the Offering Memorandum under the heading "Notice to Investors; Transfer Restrictions," including the legend required thereby, shall apply to the Notes except as otherwise agreed by the Company and the Initial Purchaser or as otherwise required by law.
(b) The Company covenants with the Initial Purchaser as follows:
(i) The Company Purchasers agrees that it will not and will cause its Affiliates not to, directly or indirectly, solicit engage in any offer "directed selling efforts" in the United States which would result in a failure to buy or make any offer or sale of, or otherwise negotiate in respect of, securities comply with the restrictions of the Company of any class if, as a result of the doctrine of "integration" referred to in Rule 502 Regulation S under the Securities Act. Each of the Initial Purchasers agrees, such offer or sale would render invalid with respect to resales made in reliance upon Rule 144A (for other than through the purpose PORTAL Market) of (i) the sale any of the Notes by purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the Initial Purchaser, (ii) effect that the resale of the such Notes by the Initial Purchaser to Subsequent Purchasers or (iii) the resale of the Notes by such Subsequent Purchasers to others) has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereofRule 144A. Each of the Initial Purchasers agrees, by Rule 144A thereunderwith respect to resales made in reliance upon Regulation S under the Securities Act of any of the Notes purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Notes has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Regulation S. Each of the Initial Purchasers agrees, with respect to resales to a distributor, a dealer (as defined in Section 2(a)(12) of the Exchange Act), or a person receiving a selling concession, fee or other remuneration, prior to the expiration of one year following the Closing Date, made in reliance upon Regulation S thereunder under the Securities Act of any of the Notes purchased from the Company hereunder, to deliver either with the confirmation of such resale or otherwiseotherwise prior to settlement of such resale a notice to the effect that the purchaser is subject to the same restrictions on offers and sales that apply to a distributor.
(iic) The In connection with the original distribution of the Notes, the Company agrees that, in order prior to render the Notes eligible for any offer or resale pursuant to Rule 144A under the Securities Act, while any of the Notes remains outstandingby the Initial Purchasers, it will the Initial Purchasers and their counsel shall have the right to make available, upon request, reasonable inquiries into the business of the Company and its Subsidiaries. The Company agrees to any holder provide answers to each prospective Subsequent Purchaser of Notes or prospective purchasers of Notes the who so requests information specified in Rule 144A(d)(4), unless concerning the Company furnishes information to the Commission pursuant to Section 13 or 15(d) of the Exchange Act (such information, whether made available to holders or prospective purchasers or furnished to the Commission, is herein referred to as "Additional Information").
(iii) During the period beginning on the last date of original issuance of the Notes and ending on the date that is two years from such date, the Company will not, and will use all reasonable efforts not to permit any of its "affiliates" (as defined under Rule 144 under the Securities Act or any successor provision thereto) to, resell (x) any Notes which constitute "restricted securities" under Rule 144 or (y) any securities into which the Notes have been converted which constitute "restricted securities" under Rule 144, that in either case have been reacquired by any of them, except pursuant to an effective registration statement under the Securities Act.its
Appears in 1 contract
Sources: Purchase Agreement (Tekelec)
Subsequent Offers and Resales of the Notes. (a) The Each of the Initial Purchaser Purchasers and the Company hereby establish and agree to observe the following procedures in connection with the offer and sale of the Notes:
(i) Offers and sales of the Notes shall only be made to persons whom the offeror or seller reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Securities Act) or persons who are not U.S. persons (as defined in Rule 902(k) under the Securities Act) in accordance with Regulation S.
(ii) No general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) will be used in the United States in connection with the offering or sale of the Notes.
(iii) In the case of a non-bank Subsequent Purchaser of a Note acting as a fiduciary for one or more third parties, each third party shall, in the judgment of the applicable Initial PurchaserPurchasers, be a QIB.
(iv) The Each Initial Purchaser will take reasonable steps to inform, and cause each of its U.S. affiliates to take reasonable steps to inform, persons acquiring Notes from such Initial Purchaser or affiliate, as the case may be, in the United States that the Notes (A) have not been registered under the Securities Act, (B) are being sold to them without registration under the Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the Securities Act, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the Company, (2) outside the United States to non-U.S. persons in accordance with Regulation S or (3) to U.S. persons in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a QIB that is purchasing such Notes for its own account or for the account of a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (y) pursuant to another available exemption from registration under the Securities Act.
(v) The transfer restrictions and the other provisions set forth in the Offering Memorandum under the heading "Notice to Investors; Transfer Restrictions," including the legend required thereby, shall apply to the Notes except as otherwise agreed by the Company and the Initial Purchaser or as otherwise required by lawPurchasers.
(b) The Company covenants with the Initial Purchaser Purchasers as follows:
(i) The Company agrees that it will not and will cause its Affiliates not to, directly or indirectly, solicit any offer to buy or make any offer or sale of, or otherwise negotiate in respect of, securities of the Company of any class if, as a result of the doctrine of "integration" referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Notes by the Company to the Initial PurchaserPurchasers, (ii) the resale of the Notes by the Initial Purchaser Purchasers to Subsequent Purchasers or (iii) the resale of the Notes by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof, by Rule 144A thereunder, by Regulation S thereunder or otherwise.
(ii) The Company agrees that, in order to render the Notes eligible for resale pursuant to Rule 144A under the Securities Act, while any of the Notes remains remain outstanding, it will make available, upon request, to any holder of Notes or prospective purchasers of Notes the information specified in Rule 144A(d)(4), unless the Company furnishes information to the Commission pursuant to Section 13 or 15(d) of the Exchange Act (such information, whether made available to holders or prospective purchasers or furnished to the Commission, is herein referred to as "Additional Information").
(iii) During the period beginning on the last date of original issuance of the Notes and ending on the date that is two years from such date, the Company will not, and will use all reasonable efforts not to permit any of its "affiliates" (as defined under Rule 144 under the Securities Act or any successor provision thereto) to, resell (x) any Notes which constitute "restricted securities" under Rule 144 or (y) any securities into which the Notes have been converted which constitute "restricted securities" under Rule 144, that in either case have been reacquired by any of them, except pursuant to an effective registration statement under the Securities Act.
Appears in 1 contract
Subsequent Offers and Resales of the Notes. (a) The Initial Purchaser Purchasers and the Company hereby establish and agree to observe the following procedures in connection with the offer and sale resale by the Initial Purchasers of the Notes:
a. In connection with the Exempt Resales, the Initial Purchasers will solicit offers to buy the Series A Notes only from, and will offer to sell the Series A Notes only to Eligible Purchasers. The Initial Purchasers
(i) Offers will offer to sell the Series A Notes only to, and sales will solicit offers to buy the Series A Notes only from (A) QIB's who in purchasing such Series A Notes will be deemed to have represented and agreed that they are purchasing the Series A Notes for their own accounts or accounts with respect to which they exercise sole investment discretion and that they or such accounts are QlBs and (B) Accredited Investors who make the representations contained in, and execute and return to such Initial Purchaser, a certificate in the form of Annex A attached to the Notes shall only be made to persons whom the offeror or seller reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Securities Act) or persons who are not U.S. persons (as defined in Rule 902(k) under the Securities Act) in accordance with Regulation S.
Offering Memorandum and (ii) No general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) that such QlBs and Accredited Investors will be used in the United States in connection with the offering or sale of the Notes.
(iii) In the case of a non-bank Subsequent Purchaser of a Note acting as a fiduciary for one or more third parties, each third party shall, in the judgment of the applicable Initial Purchaser, be a QIB.
(iv) The Initial Purchaser acknowledge and agree that such Series A Notes will take reasonable steps to inform, and cause each of its U.S. affiliates to take reasonable steps to inform, persons acquiring Notes from such Initial Purchaser or affiliate, as the case may be, in the United States that the Notes (A) not have not been registered under the Securities ActAct and may be resold, (B) are being sold to them without registration under the Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the Securities Act, as the case may be, and (C) may not be offered, sold pledged or otherwise transferred except only (A)
(1) to the Company, (2) outside inside the United States to non-U.S. persons in accordance with Regulation S or (3) to U.S. persons in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a QIB that is purchasing such Notes for its own account in a transaction meeting the requirements of Rule 144A, or for in a transaction meeting the account requirements of a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (y) pursuant to another available exemption from registration 144 under the Securities Act, or in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Company or the Guarantor so requests), (2) outside the United States to a foreign person in a transaction meeting the requirements of Rule 904 under the Securities Act, (3) to the Company, or (4) pursuant to an effective registration statement under the Securities Act, and (B) in each case, in accordance with any applicable securities laws of any state of the United States or any other applicable jurisdiction and (iii) that such QIBs and Accredited Investors will acknowledge and agree that the holder will, and each subsequent holder is required to, notify any purchaser of the security evidenced thereby of the resale restrictions set forth in (ii) above.
b. The Series A Notes will be offered by the Initial Purchasers only by approaching prospective purchasers on an individual basis. No general solicitation or general advertising (vas such terms are used in Regulation D under the Securities Act) will be used in connection with the offering of the Series A Notes.
c. The transfer restrictions and the other provisions set forth in the Offering Memorandum under the heading "Notice to Investors; Transfer Restrictions," Indenture, including the legend required thereby, shall apply to the Series A Notes except as otherwise agreed by the Company and the Initial Purchaser or as otherwise required Purchasers. Following the sale of the Series A Notes by law.
(b) The Company covenants with the Initial Purchaser as follows:
(i) The Company agrees that it will Purchasers to Eligible Purchasers pursuant to the terms hereof, the Initial Purchasers shall not and will cause its Affiliates not to, directly be liable or indirectly, solicit any offer responsible to buy or make any offer or sale of, or otherwise negotiate in respect of, securities of the Company of for any class iflosses, as a result of damages or liabilities suffered or incurred by the doctrine of "integration" referred to in Rule 502 Company, including any losses, damages or liabilities under the Securities Act, arising from or relating to any subsequent resale or transfer of any Series A Notes.
d. The Initial Purchasers will deliver to each purchaser of the Series A Notes from the Initial Purchasers, in connection with its original distribution of the Series A Notes, a copy of the Offering Memorandum, as amended and supplemented, if applicable, at the date of such delivery.
e. In connection with its original distribution of the Series A Notes, the Company agrees that, prior to any offer or sale would render invalid (for the purpose of (i) the sale of the Notes by the Company to the Initial Purchaser, (ii) the resale of the Series A Notes by the Initial Purchaser Purchasers, the Initial Purchasers and Counsel for the Initial Purchasers shall have the right to Subsequent Purchasers or (iii) make reasonable due diligence inquiries into the resale business of the Notes by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof, by Rule 144A thereunder, by Regulation S thereunder or otherwise.
(ii) Company. The Company also agrees that, in order to render the Notes eligible for resale pursuant provide answers to Rule 144A under the Securities Act, while any of the Notes remains outstanding, it will make available, upon request, to any holder of Notes or questions from each prospective purchasers of Notes the information specified in Rule 144A(d)(4), unless Eligible Purchaser concerning the Company furnishes information (to the Commission pursuant to Section 13 or 15(d) of the Exchange Act (extent that such information, whether information can be made available to holders prospective Eligible Purchasers without unreasonable effort or prospective purchasers or furnished expense and to the Commission, extent the provision thereof is herein referred to as "Additional Information").
(iiinot prohibited by applicable law) During and the period beginning on the last date of original issuance terms and conditions of the Notes and ending on offering of the date that is two years from such dateSeries A Notes, as provided in the Company will not, and will use all reasonable efforts not to permit any of its "affiliates" (as defined under Rule 144 under the Securities Act or any successor provision thereto) to, resell (x) any Notes which constitute "restricted securities" under Rule 144 or (y) any securities into which the Notes have been converted which constitute "restricted securities" under Rule 144, that in either case have been reacquired by any of them, except pursuant to an effective registration statement under the Securities ActOffering Memorandum.
Appears in 1 contract
Sources: Purchase Agreement (Casino Magic of Louisiana Corp)
Subsequent Offers and Resales of the Notes. (a) The Initial Purchaser Purchasers and the Company hereby establish and agree to observe the following procedures in connection with the offer and sale of the Notes:
(ia) Offers and sales of Each Initial Purchaser will offer the Notes shall for resale ("EXEMPT RESALES") only upon the terms and conditions set forth in this Agreement and the Offering Circular. Except as contemplated by the Registration Rights Agreement, the Notes have not been and will not be made to persons whom the offeror or seller reasonably believes to be qualified institutional buyers (as defined in Rule 144A registered under the Securities Act. Each Initial Purchaser agrees that neither it nor any of its affiliates nor any person acting on behalf of it or any such affiliate will take, and acknowledges that the Company has not taken, any action that would constitute a public offering of the Notes in any jurisdiction and further agrees that, with respect to the offer or sale of any Notes or the delivery or distribution of any Offering Circular, it will comply with applicable laws and regulations in such jurisdictions or to which it is otherwise subject.
(b) Each Initial Purchaser represents and warrants that (i) it is a QIB or persons who are not U.S. persons (as defined in Rule 902(k) under the Securities Act) in accordance with Regulation S.
an Institutional Accredited Investor and (ii) No that neither it nor any of its affiliates nor any person acting on behalf of it or any such affiliate has engaged or will engage in any general solicitation or general advertising (within the meaning of advertising, as such terms are defined in Rule 502(c) under the Securities Act) will be used in the United States , in connection with the offering offer or sale of the Notes.
(iiic) In connection with sales outside the case of a non-bank Subsequent Purchaser of a Note acting as a fiduciary for one or more third partiesUnited States, each third party shallInitial Purchaser agrees that it will not offer, sell or deliver Notes (i) as part of the distribution thereof at any time or (ii) otherwise until 40 days (subject to extension as required by Regulation S in the event that Regulation S is amended and such amendment is deemed applicable to the Notes) (the "RESTRICTED PERIOD") after completion of the distribution, as determined by the Representative, to or for the account or benefit of U.S. Persons (as defined in Regulation S). Each Initial Purchaser confirms that neither it nor any of its affiliates nor any person acting on behalf of it or any such affiliate has engaged, and agrees that neither it nor any of its affiliates will engage, in any "directed selling efforts" (as such term is defined in Regulation S) with respect to the judgment of Notes or the applicable Initial Purchaserunderlying Common Stock and that it, be a QIBits affiliates and each such other person has complied and will comply with the offering restrictions required by Regulation S with respect to the Notes and the underlying Common Stock.
(ivd) The Each of the Initial Purchaser Purchasers acknowledges and agrees that it has not and will take reasonable steps to informnot offer, and cause each of its U.S. affiliates to take reasonable steps to inform, persons acquiring sell or deliver the Notes from such Initial Purchaser or affiliate, as the case may be, in the United States or to or for the account of any U.S. Person other than (i) distributors (as defined in Regulation S), (ii) institutional buyers that are reasonably believed to be QIBs and (iii) purchasers that are reasonably believed by the Initial Purchasers to be Institutional Accredited Investors and that have executed and delivered to the Representative a letter in the form of Annex A to the Offering Circular.
(e) Each Initial Purchaser agrees that, at or prior to confirmation of a sale of Notes (A) other than a sale pursuant to Rule 144A), it will send to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from the Initial Purchasers during the Restricted Period a confirmation or notice to substantially the following effect: "The Notes covered hereby have not been registered under the United States Securities Act of 1933, as amended (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" (B) are being sold to them without registration as defined in Regulation S under the Securities Act ("Regulation S")) (i) as part of their distribution at any time or (ii) otherwise until 40 days (subject to extension as required by Regulation S in reliance on Rule 144A or the event that Regulation S is amended and such amendment is deemed applicable to the Notes) after the later of [the commencement of the offering of the Notes] and the [closing date], except in either case, for sales made (i) in accordance with another exemption from registration Regulation S; (ii) to institutional buyers that are reasonably believed to be "qualified institutional buyers," as defined in, and in accordance with, Rule 144A under the Securities Act, as the case may be, and ; or (C) may not be offered, sold or otherwise transferred except (1iii) to the Companypurchasers that are reasonably believed to be institutional "accredited investors" as defined in Rule 501(a)(1), (2) outside the United States to non-U.S. persons in accordance with Regulation S or ), (3) to U.S. persons in accordance with and (x7) Rule 144A to a person whom the seller reasonably believes is a QIB that is purchasing such Notes for its own account or for the account of a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (y) pursuant to another available exemption from registration Regulation D under the Securities Act."
(vf) The transfer restrictions Each Initial Purchaser represents, warrants and agrees that (i) it has not offered or sold and will not offer or sell Notes in the United Kingdom, other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (whether as principal or agent) for the purposes of their businesses or otherwise in circumstances that will not result in an offer to the public within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Public Offers of Securities Regulations 1995 and the other provisions set forth Financial Services Act of 1986 with respect to anything done by it in the Offering Memorandum under the heading "Notice to Investors; Transfer Restrictions," including the legend required thereby, shall apply relation to the Notes except as in, from or otherwise agreed involving the United Kingdom, and (iii) it has only issued or passed on, and will only issue or pass on, to any person in the United Kingdom any documents received by it in connection with the Company and issue of the Notes if the person is of a kind described in Article 11(c) of the Financial Services Act of 1986 (Investment Advertisements) (Exemptions) Order 1988 or is a person to whom the documents may lawfully be issued or passed on. Each Initial Purchaser or as otherwise required by law.
(b) The Company covenants with the Initial Purchaser as follows:
(i) The Company further agrees that it will not and will cause its Affiliates not to, offer or sell any Notes directly or indirectly, solicit indirectly in Japan or to any offer to buy or make any offer or sale of, or otherwise negotiate in respect of, securities resident of the Company of any class if, as a result of the doctrine of "integration" referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of Japan except (i) the sale of the Notes by the Company pursuant to the Initial Purchaser, (ii) the resale of the Notes by the Initial Purchaser to Subsequent Purchasers or (iii) the resale of the Notes by such Subsequent Purchasers to others) the an exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof, by Rule 144A thereunder, by Regulation S thereunder or otherwise.
and Exchange Law of Japan and (ii) The Company in compliance with any applicable requirements of Japanese law. Each Initial Purchaser further agrees that, in order to render the Notes eligible for resale pursuant to Rule 144A under the Securities Act, while any of the Notes remains outstanding, that it will make available, upon request, to any holder of Notes not offer or prospective purchasers of Notes the information specified in Rule 144A(d)(4), unless the Company furnishes information to the Commission pursuant to Section 13 or 15(d) of the Exchange Act (such information, whether made available to holders or prospective purchasers or furnished to the Commission, is herein referred to as "Additional Information").
(iii) During the period beginning on the last date of original issuance of the Notes and ending on the date that is two years from such date, the Company will not, and will use all reasonable efforts not to permit any of its "affiliates" (as defined under Rule 144 under the Securities Act or any successor provision thereto) to, resell (x) sell any Notes which constitute "restricted securities" under Rule 144 directly or (y) indirectly in any province of Canada except in compliance with all requirements of applicable securities into which laws and that it will not offer or sell any Notes in the Notes have been converted which constitute "restricted securities" under Rule 144, that in either case have been reacquired by any Republic of them, except pursuant to an effective registration statement under the Securities ActFrance.
Appears in 1 contract
Sources: Purchase Agreement (Cellstar Corp)
Subsequent Offers and Resales of the Notes. (a) The Initial Purchaser Purchasers and the Company hereby establish and agree to observe the following procedures in connection with the offer and sale of the Notes:
(ia) Offers Each Initial Purchaser has advised the Company and sales of Bear ▇▇▇▇▇▇▇ that it proposes to offer the Notes shall only for resale upon the terms and conditions set forth in this Agreement and the Offering Circular. The Notes have not been and will not be made to persons whom the offeror or seller reasonably believes to be qualified institutional buyers (as defined in Rule 144A registered under the Securities Act. Each Initial Purchaser agrees that it will not take, and acknowledges that the Company has not taken, any action that would permit a public offering of the Notes in any jurisdiction and further agrees that, with respect to the offer or sale of any Notes or the delivery or distribution of any Offering Circular, it will comply with applicable laws and regulations in such jurisdictions or to which it is otherwise subject.
(b) Each Initial Purchaser represents and warrants that (i) it is a "qualified institutional buyer" within the meaning of Rule 144A or an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or persons who are not U.S. persons (as defined in Rule 902(k7) under the Securities Act) in accordance with Regulation S.
Act and (ii) No that neither it nor any of its affiliates nor any person acting on behalf of any such person has engaged in any general solicitation or general advertising (within the meaning of advertising, as such terms are defined in Rule 502(c) under the Securities Act) will be used in the United States , in connection with the offering offer or sale of the Notes.
(iiic) In connection with sales outside the case of a non-bank Subsequent Purchaser of a Note acting as a fiduciary for one or more third partiesUnited States, each third party shallInitial Purchaser agrees that it will not offer, in the judgment sell or deliver Notes (i) as part of the applicable distribution thereof at any time or (ii) otherwise until 40 days after completion of the distribution, as determined by Bear ▇▇▇▇▇▇▇, to or for the account or benefit of U.S. persons (as defined in Regulation S). Each Initial Purchaser, be a QIBPurchaser confirms that neither it nor its affiliates nor any person acting on behalf of any such person has engaged in any "directed selling efforts" (as such term is defined in Regulation S) with respect to the Notes and that it and each such other person has complied with the offering restrictions requirement of Regulation S with respect to the Notes.
(ivd) The Each of the Initial Purchaser Purchasers acknowledges and agrees that it has not and will take reasonable steps to informnot offer, and cause each of its U.S. affiliates to take reasonable steps to inform, persons acquiring sell or deliver the Notes from such Initial Purchaser or affiliate, as the case may be, in the United States or to or for the account of any U.S. Person other than (i) distributors (as defined in Regulation S), (ii) institutional buyers that are reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A) and (iii) investors that are reasonably believed to be "accredited investors" (as defined in Rule 501(a) (1), (2), (3) or (7) under the Securities Act.
(e) Each of the Initial Purchasers has advised the Company and Bear ▇▇▇▇▇▇▇ that, prior to the confirmation of sale of any Notes, it will have sent to each dealer, distributor or person receiving a selling concession fee or other remuneration that purchases any Notes (A) from it during the restricted period a confirmation or notice substantially to the following effect: "The Notes have not been registered under the Securities ActAct of 1933, as amended (B) are being sold to them without registration under the Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the "Securities Act, as the case may be"), and (C) may not be offered, offered and sold or otherwise transferred except (1) to the Company, (2) outside within the United States to non-or to, or for the account or benefit of U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the completion of the distribution of the Notes, as determined by Bear ▇▇▇▇▇▇▇ & Co. Inc., except in accordance with Regulation S or (3) to U.S. persons in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a QIB that is purchasing such Notes for its own account or for the account of a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (y) pursuant to another available exemption from registration Regulation D under the Securities Act."
(vf) The transfer restrictions Each Initial Purchaser represents, warrants and agrees that (i) it has not offered or sold and prior to the expiration of six months from the Closing Date will not offer or sell Notes to persons in the United Kingdom, other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (whether as principal or agent) for the purposes of their business or otherwise in circumstances which will not result in an offer to the public within the meaning of the Public Offers of Securities Regulations 1995; (ii) it has complied and will comply with all applicable provisions of the Public Offers of Securities Regulations and the other provisions set forth Financial Services Act of 1986 with respect to anything done by it in the Offering Memorandum under the heading "Notice to Investors; Transfer Restrictions," including the legend required thereby, shall apply relation to the Notes except as in, from, or otherwise agreed involving the United Kingdom, and (iii) it has only issued or passed on and will only issue or pass on, to any person in the United Kingdom any documents received by it in connection with the Company and issue of the Initial Purchaser Notes if the person is of a kind described in Article 11(c) of the Financial Services Act of 1986 (Investment Advertisements) (Exemptions) Order 1995 or as is a person to whom the documents may otherwise required by lawlawfully be issued or passed on.
(bg) The Company covenants with the Each Initial Purchaser as follows:
represents, warrants and agrees that it has not offered or sold and will not offer or sell any Notes directly or indirectly (i) The Company agrees that it will not and will cause its Affiliates not to, directly in Japan or indirectly, solicit to any offer resident of Japan except (A) pursuant to buy or make any offer or sale of, or otherwise negotiate in respect of, securities of the Company of any class if, as a result of the doctrine of "integration" referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Notes by the Company to the Initial Purchaser, (ii) the resale of the Notes by the Initial Purchaser to Subsequent Purchasers or (iii) the resale of the Notes by such Subsequent Purchasers to others) the an exemption from the registration requirements of the Securities Act provided by Section 4(2and Exchange Law of Japan and (B) thereof, by Rule 144A thereunder, by Regulation S thereunder in compliance with any applicable requirements of Japanese law or otherwise.
(ii) The Company agrees that, in order to render the Notes eligible for resale pursuant to Rule 144A under the Securities Act, while any province of the Notes remains outstanding, it will make available, upon request, to any holder Canada except in compliance with all requirements of Notes or prospective purchasers of Notes the information specified in Rule 144A(d)(4), unless the Company furnishes information to the Commission pursuant to Section 13 or 15(d) of the Exchange Act (such information, whether made available to holders or prospective purchasers or furnished to the Commission, is herein referred to as "Additional Information")applicable Canadian securities laws.
(iii) During the period beginning on the last date of original issuance of the Notes and ending on the date that is two years from such date, the Company will not, and will use all reasonable efforts not to permit any of its "affiliates" (as defined under Rule 144 under the Securities Act or any successor provision thereto) to, resell (x) any Notes which constitute "restricted securities" under Rule 144 or (y) any securities into which the Notes have been converted which constitute "restricted securities" under Rule 144, that in either case have been reacquired by any of them, except pursuant to an effective registration statement under the Securities Act.
Appears in 1 contract
Subsequent Offers and Resales of the Notes. (a) The Initial Purchaser Purchasers and the Company hereby establish and agree to observe the following procedures in connection with the offer and sale of the Notes:
(ia) Offers Each Initial Purchaser has advised the Company and sales of the Representative that it will offer the Notes shall for resale only upon the terms and conditions set forth in this Agreement and the Offering Circular. The Notes have not been and will not be made to persons whom the offeror or seller reasonably believes to be qualified institutional buyers (as defined in Rule 144A registered under the Securities Act. Each Initial Purchaser agrees that it will not take, and acknowledges that the Company has not taken, any action that would constitute a public offering of the Notes in any jurisdiction and further agrees that, with respect to the offer or sale of any Notes or the delivery or distribution of any Offering Circular, it will comply with applicable laws and regulations in such jurisdictions or to which it is otherwise subject.
(b) Each Initial Purchaser represents and warrants that (i) it is a "qualified institutional buyer" within the meaning of Rule 144A or an institution that is an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or persons who are not U.S. persons (as defined in Rule 902(k7) under the Securities Act) in accordance with Regulation S.
Act and (ii) No that neither it nor any of its affiliates nor any person acting on behalf of it or any such affiliate has engaged in any general solicitation or general advertising (within the meaning of advertising, as such terms are defined in Rule 502(c) under the Securities Act) will be used in the United States , in connection with the offering offer or sale of the Notes.
(iiic) In connection with sales outside the case of a non-bank Subsequent Purchaser of a Note acting as a fiduciary for one or more third partiesUnited States, each third party shallInitial Purchaser agrees that it will not offer, in the judgment sell or deliver Notes (i) as part of the applicable distribution thereof at any time or (ii) otherwise until 40 days after completion of the distribution, as determined by the Representative, to or for the account or benefit of U.S. Persons (as defined in Regulation S). Each Initial PurchaserPurchaser confirms that neither it nor any of its affiliates nor any person acting on behalf of it or any such affiliate has engaged in any "directed selling efforts" (as such term is defined in Regulation S) with respect to the Notes and that it, be a QIBits affiliates and each such other person has complied with the offering restrictions required by Regulation S with respect to the Notes.
(ivd) The Each of the Initial Purchaser Purchasers acknowledges and agrees that it has not and will take reasonable steps to informnot offer, and cause each of its U.S. affiliates to take reasonable steps to inform, persons acquiring sell or deliver the Notes from such Initial Purchaser or affiliate, as the case may be, in the United States or to or for the account of any U.S. Person other than (i) distributors (as defined in Regulation S), (ii) institutional buyers that are reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A) and (iii) institutional purchasers that are reasonably believed by the Initial Purchasers to be "accredited investors" (as defined in Rule 501(a) (1), (2), (3) or (7) under the Securities Act) and that have executed and delivered to the Representative a letter in the form of Annex A to the Offering Circular.
(e) Each of the Initial Purchasers has advised the Company and the Representative that, prior to the confirmation of sale of any Notes, it will have sent to each dealer, distributor or person that purchases any Notes (A) from it during the restricted period and receives a selling concession, fee or other remuneration in connection therewith a confirmation or notice substantially to the following effect: "The Notes have not been registered under the Securities ActAct of 1933, as amended (B) are being sold to them without registration under the Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the "Securities Act, as the case may be"), and (C) may not be offered, offered and sold or otherwise transferred except (1) to the Company, (2) outside within the United States to non-or to, or for the account or benefit of U.S. persons (i) as part of the initial distribution thereof at any time or (ii) otherwise until 40 days after the later of the completion of the distribution of the Notes, as determined by Bear ▇▇▇▇▇▇▇ & Co. Inc., except in accordance with Regulation S or (3) to U.S. persons in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a QIB that is purchasing such Notes for its own account or for the account of a QIB to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (y) pursuant to another available exemption from registration under the Securities Act."
(vf) The transfer restrictions Each Initial Purchaser represents, warrants and agrees that (i) it has not offered or sold and will not offer or sell Notes in the United Kingdom, other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (whether as principal or agent) for the purposes of their businesses or otherwise in circumstances that will not result in an offer to the public within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has complied and will comply with all applicable provisions of the Public Offers of Securities Regulations 1995 and the other provisions set forth Financial Services Act of 1986 with respect to anything done by it in the Offering Memorandum under the heading "Notice to Investors; Transfer Restrictions," including the legend required thereby, shall apply relation to the Notes except as in, from or otherwise agreed involving the United Kingdom, and (iii) it has only issued or passed on, and will only issue or pass on, to any person in the United Kingdom any documents received by it in connection with the Company and issue of the Notes if the person is of a kind described in Article 11(c) of the Financial Services Act of 1986 (Investment Advertisements) (Exemptions) Order 1988 or is a person to whom the documents may lawfully be issued or passed on. Each Initial Purchaser or as otherwise required by law.
(b) The Company covenants with the Initial Purchaser as follows:
(i) The Company further agrees that it will not and will cause its Affiliates not to, offer or sell any Notes directly or indirectly, solicit indirectly in Japan or to any offer resident of Japan except (A) pursuant to buy or make any offer or sale of, or otherwise negotiate in respect of, securities of the Company of any class if, as a result of the doctrine of "integration" referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Notes by the Company to the Initial Purchaser, (ii) the resale of the Notes by the Initial Purchaser to Subsequent Purchasers or (iii) the resale of the Notes by such Subsequent Purchasers to others) the an exemption from the registration requirements of the Securities Act provided by Section 4(2and Exchange Law of Japan and (B) thereof, by Rule 144A thereunder, by Regulation S thereunder or otherwise.
(ii) The Company in compliance with any applicable requirements of Japanese law. Each Initial Purchaser further agrees that, in order to render the Notes eligible for resale pursuant to Rule 144A under the Securities Act, while any of the Notes remains outstanding, that it will make available, upon request, to any holder of Notes not offer or prospective purchasers of Notes the information specified in Rule 144A(d)(4), unless the Company furnishes information to the Commission pursuant to Section 13 or 15(d) of the Exchange Act (such information, whether made available to holders or prospective purchasers or furnished to the Commission, is herein referred to as "Additional Information").
(iii) During the period beginning on the last date of original issuance of the Notes and ending on the date that is two years from such date, the Company will not, and will use all reasonable efforts not to permit any of its "affiliates" (as defined under Rule 144 under the Securities Act or any successor provision thereto) to, resell (x) sell any Notes which constitute "restricted securities" under Rule 144 directly or (y) indirectly in any province of Canada except in compliance with all requirements of applicable securities into which laws and that it will not offer or sell any Notes in the Notes have been converted which constitute "restricted securities" under Rule 144, that in either case have been reacquired by any Republic of them, except pursuant to an effective registration statement under the Securities ActFrance.
Appears in 1 contract