Common use of Jurisdictions and Offering Price Clause in Contracts

Jurisdictions and Offering Price. During the period of distribution of the Offered Shares by or through or arranged by the Underwriters, the Underwriters will (i) offer and sell Offered Shares (other than sales in the United States or to U.S. Persons) to the public only in the Selling Jurisdictions or where they may lawfully be offered for sale upon the terms and conditions set forth in the Prospectus and (ii) offer or arrange for the sale of Offered Shares in the United States through a U.S. Affiliate in accordance with and upon the terms and conditions set forth in the U.S. Private Placement Memorandum and, in each case, in accordance with this Agreement either directly or through other registered investment dealers and brokers. The Underwriters shall be entitled to assume that the Offered Shares are qualified for distribution in any Qualifying Jurisdiction where the Final Receipt shall have been obtained following the filing of the Prospectus.

Jurisdictions and Offering Price. During the period of distribution of the Offered Shares by or through or arranged by the Underwriters, the Underwriters will (i) offer and sell Offered Shares (other than sales in the United States or to U.S. PersonsStates) to the public only in the Selling Jurisdictions or where they may lawfully be offered for sale upon the terms and conditions set forth in the Prospectus Prospectus, and (ii) offer or and arrange for the sale of Offered Shares to Substituted Purchasers in the United States through a U.S. Affiliate in accordance with and upon the terms and conditions set forth herein and in the U.S. Private Placement Memorandum Memoranda and, in each case, in accordance with this Agreement either directly or through other registered investment dealers and brokers. The Underwriters shall be entitled to assume that the Offered Shares are qualified for distribution in any Qualifying Jurisdiction where the Final Receipt shall have been obtained following the filing of the Prospectus.

Jurisdictions and Offering Price. During the period of distribution of the Offered Shares by or through or arranged by the Underwriters, the Underwriters will (i) offer and sell Offered Shares (other than sales in the United States or to U.S. Persons) to the public only in the Selling Jurisdictions or where they may lawfully be offered for sale upon the terms and conditions set forth in the Prospectus and (ii) offer or arrange for the sale of Offered Shares in the United States through a U.S. Affiliate in accordance with and upon the terms and conditions set forth in the U.S. Private Placement Memorandum and, in each case, in accordance with this Agreement (including Schedule B hereto) either directly or through other registered investment dealers and brokers. The Underwriters shall be entitled to assume that the Offered Shares are qualified for distribution in any Qualifying Jurisdiction where the Final Receipt shall have been obtained following the filing of the Prospectus.

Jurisdictions and Offering Price. During the period of distribution of the Offered Shares by or through or arranged by the UnderwritersUnderwriter, the Underwriters Underwriter will (i) offer and sell Offered Shares (other than sales in the United States or to U.S. PersonsStates) to the public only in the Selling Jurisdictions or where they may lawfully be offered for sale upon the terms and conditions set forth in the Prospectus Prospectus, and (ii) offer or and arrange for the sale of Offered Shares in the United States through a U.S. Affiliate in accordance with and upon the terms and conditions set forth herein and in the U.S. Private Placement Memorandum Memoranda and, in each case, in accordance with this Agreement either directly or through other registered investment dealers and brokers. The Underwriters Underwriter shall be entitled to assume that the Offered Shares are qualified for distribution in any Qualifying Jurisdiction where the Final Receipt shall have been obtained following the filing of the Prospectus.