Common use of Appropriate Purchaser Clause in Contracts

Appropriate Purchaser. (a) If Purchaser is a U.S. person within the meaning of Regulation S of the Securities Act, or a non U.S. Person who desires to purchase the Shares without relying on Regulation S, Purchaser is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) and is also a “qualified purchaser” (as defined in Section 2(a)(51) under the Investment Company Act). (b) If Purchaser is a non-U.S. person within the meaning of Regulation S of the Securities Act, such Purchaser (i) is acquiring the Shares in an offshore transaction in accordance with Rule 904 of Regulation S, (ii) is acquiring the Shares for such Purchaser’s own account, (iii) understands that the Shares may not, absent an applicable exemption, be transferred without registration and/or qualification under the Securities Act and applicable state securities laws and the laws of any other applicable jurisdiction and (iv) is a non-U.S. person within the meaning of Regulation S.

Appropriate Purchaser. (a) If Purchaser is a U.S. person within the meaning of Regulation S of the Securities Act, or a non U.S. Person who desires to purchase the Shares without relying on Regulation S, Purchaser is a “"qualified institutional buyer” " (as defined in Rule 144A under the Securities Act) and is also a “"qualified purchaser” " (as defined in Section 2(a)(51) under the Investment Company Act). (b) If Purchaser is a non-U.S. person within the meaning of Regulation S of the Securities Act, such Purchaser (i) is acquiring the Shares in an offshore transaction in accordance with Rule 904 of Regulation S, (ii) is acquiring the Shares for such Purchaser’s 's own account, (iii) understands that the Shares may not, absent an applicable exemption, be transferred without registration and/or qualification under the Securities Act and applicable state securities laws and the laws of any other applicable jurisdiction and (iv) is a non-U.S. person within the meaning of Regulation S.