Notes Not Registered. Each Holder acknowledges that its Notes have not been, and when issued will not be, registered under the Securities Act or the securities laws of any state in the United States or any other jurisdiction and may not be offered or sold by such Holder unless subsequently registered under the Securities Act (if applicable to the transaction) and any other securities laws or unless exemptions from the registration or other requirements of the Securities Act and any other securities laws are available for the transaction.
Notes Not Registered. The Notes have not been registered under the Securities Act or any State securities laws. None of the Trust, the Note Registrar or the Indenture Trustee is obligated to register the Notes under the Securities Act or any State securities or “blue sky” laws or to take other action not required under this Indenture or the Trust Agreement to permit the transfer of a Note without registration.
Notes Not Registered. Such Purchaser has been advised by the Company and understands that (i) the Notes and the Class A Common Stock issuable upon the conversion of the Equity Linked Notes are being privately placed by the Company pursuant to an exemption from registration provided under Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act and neither the offer nor sale of any Notes or the Class A Common Stock issuable upon the conversion of the Equity Linked Notes pursuant to this Agreement has been registered under the Securities Act or any state “blue sky” laws; (ii) the Notes and the Class A Common Stock issuable upon the conversion of the Equity Linked Notes being acquired by such Purchaser pursuant to this Agreement and the Notes are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired by such Purchaser from the Company in a transaction not involving a public offering and, subject to such Purchaser’s rights under this Agreement, such Purchaser must continue to bear the economic risk of the investment in its Notes and the Class A Common Stock issuable upon the conversion of the Equity Linked Notes indefinitely unless the offer and sale of its Notes and the Class A Common Stock issuable upon the conversion of the Equity Linked Notes are subsequently registered under the Securities Act and all applicable state securities or “blue sky” laws or an exemption from such registration is available; (iii) it is not anticipated that there will be any public market for the Notes; (iv) a restrictive legend in the form set forth in Section 9.2(b) of this Agreement shall be placed on the certificates representing the Notes and a restrictive legend in the form set forth in Section 9.2(c) shall be placed on the certificates representing the Class A Common Stock issuable upon the conversion of the Equity Linked Notes; and (v) a notation shall be made in the appropriate records of the Company indicating that the Notes and the Class A Common Stock issuable upon the conversion of the Equity Linked Notes are subject to restrictions on transfer.
Notes Not Registered. Purchaser acknowledges that the sale of the Notes has not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) or any state securities law in reliance on Purchaser’s representations herein, and that no government agency has approved of the offering of the Notes.
Notes Not Registered. Subscriber understands that the Notes have not been registered under the Securities Act or any other Securities laws but are being offered and sold to Subscribers in reliance upon specific exemptions from the registration requirements of Federal and State securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Subscriber set forth herein in order to determine the applicability of such exemptions and the suitability of Subscribers to acquire the Notes.
Notes Not Registered. Purchaser understands and acknowledges that the offering of the Notes will not be registered under the Securities Act or qualified under applicable state securities laws on the grounds that the offering and sale of the Notes contemplated by this Agreement are exempt from registration under the Securities Act and exempt from qualification under applicable state securities laws, and that the Company’s reliance upon such exemptions is predicated upon such Purchaser’s representations set forth in this Agreement. Purchaser acknowledges and understands that resale of a Note maybe restricted indefinitely unless the Note is subsequently registered under the Securities Act and qualified under applicable state securities laws or an exemption from such registration and such qualification is available.
Notes Not Registered. The Notes offered hereby will not be registered with the Securities and Exchange Commission under the 1933 Act, but will be offered in reliance upon an exemption thereunder.
