Common use of Subsequent Purchaser Notification Clause in Contracts

Subsequent Purchaser Notification. 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 Capital Securities from such Initial Purchaser or affiliate, as the case may be, in the United States that the Capital Securities (A) have not been and will not be registered under the 1933 Act, (B) are being sold to them without registration under the 1933 Act in reliance on Rule 144A or in accordance with another exemption from registration under the 1933 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 in accordance with Regulation S, or (3) inside the United States in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a Qualified Institutional Buyer that is purchasing such Securities for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (y) an exemption from registration under the 1933 Act (including the exemption provided by Rule 144), if available. Minimum Amount. No sale of the Capital Securities to any one Subsequent Purchaser will be in blocks of less than U.S. $100,000 liquidation amount. Restrictions on Transfer. The transfer restrictions and the other provisions of the Declaration, including the legend required thereby, shall apply to the Capital Securities except as otherwise agreed by the Offerors and the Initial Purchasers. Following the sale of the Capital Securities by the Initial Purchasers to Subsequent Purchasers pursuant to the terms hereof, the Initial Purchasers shall not be liable or responsible to the Offerors for any losses, damages or liabilities suffered or incurred by the Offerors, including any losses, damages or liabilities under the 1933 Act, arising from or relating to any resale or transfer of any Capital Security.

Subsequent Purchaser Notification. Each Prior to or concurrently with the purchase of the Securities, the Initial Purchaser will take reasonable steps to inform, and cause each of its U.S. affiliates Affiliates to take reasonable steps to inform, persons acquiring Capital Securities from such Initial Purchaser or affiliateits Affiliates, as the case may be, in the United States that the Capital Securities and the Common Shares issuable upon the conversion thereof (A) have not been and (except with respect to certain registration rights relating to Common Shares, if any, issuable upon conversion of the Securities as set forth in the Registration Rights Agreement) will not be registered under the 1933 Securities Act, (B) are being sold to them without registration under the 1933 Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the 1933 Securities Act, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the Company, Company or its Subsidiaries or (2) outside the United States (x) in accordance with Regulation S, or (3) inside the United States in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a Qualified Institutional Buyer and Qualified Purchaser that is purchasing such Securities for its own account or for the account of a Qualified Institutional Buyer and Qualified Purchaser to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or 144A, (y) an pursuant to another available exemption from registration under the 1933 Securities Act or (including the exemption provided by Rule 144), if available. Minimum Amount. No sale of the Capital Securities to any one Subsequent Purchaser will be in blocks of less than U.S. $100,000 liquidation amount. Restrictions on Transfer. The transfer restrictions and the other provisions of the Declaration, including the legend required thereby, shall apply to the Capital Securities except as otherwise agreed by the Offerors and the Initial Purchasers. Following the sale of the Capital Securities by the Initial Purchasers to Subsequent Purchasers z) pursuant to the terms hereof, the Initial Purchasers shall not be liable or responsible to the Offerors for any losses, damages or liabilities suffered or incurred by the Offerors, including any losses, damages or liabilities an effective registration statement under the 1933 Securities Act, arising from or relating to any resale or transfer of any Capital Security.