Common use of Subsequent Purchaser Notification Clause in Contracts

Subsequent Purchaser Notification. The Initial Purchaser will take reasonable steps to inform, and cause each of its Affiliates to take reasonable steps to inform, persons acquiring the CPS Securities from the Initial Purchaser or an Affiliate thereof (A) that the CPS Securities have not been and will not be registered under the Securities Act, (B) the CPS Securities 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) the CPS Securities may not be offered, sold or otherwise transferred except (1) to the Custodial Trust which issued such CPS Securities or (2) in accordance with Rule 144A to a person whom the seller reasonably believes is (a) a Qualified Institutional Buyer or an Institutional Accredited Investor, who is also, in either case, a Qualified Purchaser, (b) (i) knowledgeable, sophisticated and experienced in business and financial matters, (ii) able and prepared to bear the economic risk of investing in and holding such CPS Securities, (iii) for United States federal income tax purposes, (A) a “domestic corporation” within the meaning of Section 7701(a)(30)(C) of the Code (other than an “S Corporation” as defined in Section 1361 of the Code) or (B) a U.S. person that is generally exempt from income tax under Section 501 of the Code and (iv) not a pension or welfare plan (as defined in Section 3 of ERISA) or an entity deemed to be using the assets of such a plan, and (3) to a person who delivers a purchaser’s letter to the effect of the foregoing.

Subsequent Purchaser Notification. The Each Initial Purchaser will take reasonable steps to inform, and cause each of its Affiliates in the United States to take reasonable steps to inform, persons acquiring the CPS Securities from the such Initial Purchaser or an Affiliate thereof Affiliate, as the case may be, in the United States that the Securities (A) that the CPS Securities have not been and will not be registered under the Securities Act, (B) the CPS Securities 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) the CPS Securities may not be offered, sold or otherwise transferred except (1) to the Custodial Trust which issued such CPS Securities or Company, (2) in accordance with pursuant to a registration statement which has been declared effective under the Securities Act, (3) for so long as the Securities are eligible for resale pursuant to Rule 144A 144A, to a person whom the seller it reasonably believes is (a) a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (4) outside the United States, pursuant to offers and sales to non-U.S. persons in an Offshore Transaction within the meaning of Regulation S, (5) an institutional "accredited investor" within the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities Act ("Institutional Accredited Investor") that is acquiring the Securities for its own account or for the account of another Institutional Accredited Investor, who is alsofor investment purposes and not with a view to, or for offer or sale in either caseconnection with, a Qualified Purchaser, (b) (i) knowledgeable, sophisticated and experienced any distribution in business and financial matters, (ii) able and prepared to bear the economic risk of investing in and holding such CPS Securities, (iii) for United States federal income tax purposes, (A) a “domestic corporation” within the meaning of Section 7701(a)(30)(C) violation of the Code Securities Act, or (6) pursuant to any other than an “S Corporation” as defined in Section 1361 available exemption from the registration requirements of the Code) or (B) a U.S. person that is generally exempt from income tax under Section 501 Securities Act, subject in each of the Code and (iv) not a pension foregoing cases to any requirement of law that the disposition of its property or welfare plan (as defined in Section 3 of ERISA) or an entity deemed to be using the assets property of such a plan, investor account or accounts be at all times within its or their control and (3) to a person who delivers a purchaser’s letter to the effect of the foregoingin compliance with any applicable state securities laws.

Subsequent Purchaser Notification. The Initial Purchaser Purchasers will take reasonable steps to inform, and cause each of its Affiliates in the United States to take reasonable steps to inform, persons acquiring the CPS Securities from the such Initial Purchaser or an Affiliate thereof Affiliate, as the case may be, in the United States that the Securities (A) that the CPS Securities have not been and will not be registered under the Securities Act, (B) the CPS Securities 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) the CPS Securities may not be offered, sold or otherwise transferred except (1) to the Custodial Trust which issued such CPS Securities or Company, (2) in accordance with pursuant to a registration statement which has been declared effective under the Securities Act, (3) for so long as the Securities are eligible for resale pursuant to Rule 144A 144A, to a person whom the seller it reasonably believes is (a) a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the transfer is being made in reliance on Rule 144A, (4) outside the United States, pursuant to offers and sales to non-U.S. persons in an Offshore Transaction within the meaning of Regulation S, (5) an institutional "accredited investor" within the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities Act ("Institutional Accredited Investor") that is acquiring the Securities for its own account or for the account of another Institutional Accredited Investor, who is alsofor investment purposes and not with a view to, or for offer or sale in either caseconnection with, a Qualified Purchaser, (b) (i) knowledgeable, sophisticated and experienced any distribution in business and financial matters, (ii) able and prepared to bear the economic risk of investing in and holding such CPS Securities, (iii) for United States federal income tax purposes, (A) a “domestic corporation” within the meaning of Section 7701(a)(30)(C) violation of the Code Securities Act, or (6) pursuant to any other than an “S Corporation” as defined in Section 1361 available exemption from the registration requirements of the Code) or (B) a U.S. person that is generally exempt from income tax under Section 501 Securities Act, subject in each of the Code and (iv) not a pension foregoing cases to any requirement of law that the disposition of its property or welfare plan (as defined in Section 3 of ERISA) or an entity deemed to be using the assets property of such a plan, investor account or accounts be at all times within its or their control and (3) to a person who delivers a purchaser’s letter to the effect of the foregoingin compliance with any applicable state securities laws.