Common use of Form and Dating; Global Notes Clause in Contracts

Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be offered and sold by the Issuer pursuant to the Purchase Agreement. The Initial Notes will be resold initially by the Initial Purchasers only (1) in the United States to Persons who are QIBs as defined in Rule 144A and (2) outside the United States to Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one or more purchase agreements or exchange offers in accordance with applicable law.

Appears in 1 contract

Samples: Supplemental Indenture (Momentive Performance Materials Inc.)

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Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be offered and sold by the Issuer Company pursuant to the Purchase Agreement. The Initial Notes will be resold initially by the Initial Purchasers only (1) in the United States to Persons who are QIBs as defined in Rule 144A and (2) outside the United States to Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuer Company from time to time pursuant to one or more purchase agreements or exchange offers in accordance with applicable law.

Appears in 1 contract

Samples: Indenture (Momentive Performance Materials Inc.)

Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be offered and sold (i) privately placed by the Issuer Company pursuant to the Purchase Agreement. The Initial Notes will be resold Offering Memorandum and (ii) sold, initially by the Initial Purchasers only to (1) in persons the United States to Persons who transferor reasonably believes are QIBs as defined in reliance on Rule 144A and (2) outside the United States to Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs and persons the transferor reasonably believes are QIBs, purchasers in reliance on Regulation S and, except as set forth below, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuer Company from time to time pursuant to one or more purchase agreements or exchange offers in accordance with applicable law.

Appears in 1 contract

Samples: Supplemental Indenture (XPO, Inc.)

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Form and Dating; Global Notes. (a) The Initial Notes issued on the date hereof will be offered and sold by the Issuer Company pursuant to the Purchase Agreement. The Initial Notes will be resold initially by the Initial Purchasers only (1) in the United States to Persons who are QIBs as defined in Rule 144A and (2) outside the United States to Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S and, except as set forth belowbelow and, in the case of Initial Dollar Notes only, IAIs in accordance with Rule 501. Additional Notes offered after the date hereof may be offered and sold by the Issuer Company from time to time pursuant to one or more purchase agreements or exchange offers in accordance with applicable law.

Appears in 1 contract

Samples: Indenture (Momentive Performance Materials Inc.)

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