Initial Offering Memorandum Clause Samples

Initial Offering Memorandum. The Company shall, not later than the Required Delivery Date, deliver to the Initial Purchaser a confidential offering memorandum (the "Initial Offering Memorandum"), with respect to the Initial Securities, pursuant to which the Initial Purchaser may offer to sell the Initial Securities in transactions intended to qualify for the exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") afforded by Rule 144A or by Regulation S promulgated under the Securities Act. The Initial Offering Memorandum shall be reasonably satisfactory as to form and substance to the Initial Purchaser; provided that such Initial Offering Memorandum shall be in a form customary for a Rule 144A/Regulation S Offering Memorandum for similar securities where the initial purchaser is an investment banking firm (i.e., in the nature of a Form S-1 Registration Statement); and provided further that, as to substance, the Initial Purchaser shall be entitled to require changes in the Initial Offering Memorandum only to the extent that such changes are related to disclosure that the Initial Purchaser believes is necessary to comply with applicable law, including, without limitation, Rule 10b-5 promulgated under the Exchange Act. If, in its reasonable discretion, the Initial Purchaser elects to delay the offering or sale of the Initial Securities, the Company agrees to make any modifications, supplements or amendments to the Initial Offering Memorandum that would be required so that the Initial Offering Memorandum, when delivered by the Initial Purchaser in connection with the offering or sale of the Initial Securities, will comply with applicable law, including, without limitation Rule 10b-5 promulgated under the Exchange Act.