Common use of Initial Purchasers as Qualified Institutional Buyers Clause in Contracts

Initial Purchasers as Qualified Institutional Buyers. Each Initial Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Company that: (i) it is a “qualified institutional buyer” within the meaning of Rule 144A (a “Qualified Institutional Buyer”); (ii) it will offer and sell the Notes only to (a) persons it reasonably believes are Qualified Institutional Buyers in transactions meeting the requirements of Rule 144A or (b) upon the terms and conditions set forth in Annex II hereto; (iii) it will not offer or sell the Notes by any form of general solicitation or general advertising, including, but not limited to, the methods described in Rule 502(c) under the Securities Act; and (iv) it will offer and sell the Notes (a) as part of its distribution at any time and (b) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 of Regulation S or as otherwise permitted by this Agreement; accordingly, neither such Initial Purchaser, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Notes, and any such Initial Purchaser, its affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S.

Initial Purchasers as Qualified Institutional Buyers. Each Initial Purchaser, severally and not jointly, represents and warrants to, and agrees with, the Company that: (i) it is a “qualified institutional buyer” within the meaning of Rule 144A (a “Qualified Institutional Buyer”); (ii) it will offer and sell the Notes Securities only to (a) persons it reasonably believes are Qualified Institutional Buyers in transactions meeting the requirements of Rule 144A or (b) upon the terms and conditions set forth in Annex II hereto; (iii) it will not offer or sell the Notes Securities by any form of general solicitation or general advertising, including, but not limited to, the methods described in Rule 502(c) under the Securities Act; and (iv) it will offer and sell the Notes Securities (a) as part of its distribution at any time and (b) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 of Regulation S or as otherwise permitted by this Agreement; accordingly, neither such Initial Purchaser, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the NotesSecurities, and any such Initial Purchaser, its affiliates and any such persons have complied and will comply with the offering restrictions requirement of Regulation S.