Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Appears in 47 contracts
Samples: Purchase Agreement (HCA Healthcare, Inc.), Purchase Agreement (Michaels Companies, Inc.), Purchase Agreement (Natural Resource Partners Lp)
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Appears in 15 contracts
Samples: Employment Agreement (Vistra Corp.), Stock Purchase Agreement (APi Group Corp), Vistra Corp.
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities and the Common Stock issuable upon conversion thereof have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Appears in 9 contracts
Samples: Purchase Agreement (Equinix Inc), Palm Harbor Homes Inc /Fl/, PHH Corp
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. personsStates, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Appears in 4 contracts
Samples: Purchase Agreement (Molson Coors Brewing Co), Purchase Agreement (Molson Coors Brewing Co), Westar Energy Inc /Ks
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities and the Common Stock issuable upon conversion thereof have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Appears in 3 contracts
Samples: Nuance Communications, Inc., Nuance Communications, Inc., Countrywide Financial Corp
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities and the Ordinary Shares issuable upon conversion thereof have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Appears in 3 contracts
Samples: ____ 54 ____ (M-Systems Flash Disk Pioneers LTD), Apex Silver Mines LTD, Apex Silver Mines LTD
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities, the Debentures and the Common Shares issuable upon conversion of Securities or the Debentures have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Appears in 3 contracts
Samples: Purchase Agreement (Terra Industries Inc), Purchase Agreement (Terra Industries Inc), Purchase Agreement (Terra Industries Inc)
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities and the Shares issuable upon conversion thereof have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Appears in 2 contracts
Samples: Brilliance China Automotive Holdings LTD, Brilliance China Automotive Holdings LTD
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities and any shares of Common Stock issuable upon conversion thereof have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Appears in 2 contracts
Samples: Purchase Agreement (Nuance Communications, Inc.), Purchase Agreement (Nuance Communications, Inc.)
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. personspersons (as defined in Regulation S under the Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Appears in 2 contracts
Samples: Williams Partners L.P., Williams Partners L.P.
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities and the offering thereof have not been and will not be registered under the Securities Act and the Securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Appears in 2 contracts
Samples: Purchase Agreement (Valaris LTD), Purchase Agreement (Valaris LTD)
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons as defined in Regulation S (“U.S. persons”), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Appears in 1 contract
Samples: Purchase Agreement (Entravision Communications Corp)
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities and the Common Stock issuable upon conversion thereof have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. personsStates, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Appears in 1 contract
Samples: Heritage Insurance Holdings, Inc.
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities and the Underlying Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. personsStates, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Appears in 1 contract
Samples: Novavax Inc
Offering by Initial Purchasers. (a) Each a)Each Initial Purchaser acknowledges that the Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Appears in 1 contract
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities and the Common Stock issuable upon mandatory conversion thereof have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Appears in 1 contract
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Appears in 1 contract
Samples: Symantec Corp
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption fromEXCEPT PURSUANT TO AN EXEMPTION FROM, or in a transaction not subject toOR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF the registration requirements of the Securities Act.
Appears in 1 contract
Samples: APi Group Corp
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities, the Underlying Securities and the Guarantees have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Appears in 1 contract
Samples: Endeavour International Corp
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities and the Common Stock issuable upon conversion thereof have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. personssold, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Appears in 1 contract
Samples: DST Systems Inc
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. personssold, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Appears in 1 contract
Samples: Us Oncology Inc
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Appears in 1 contract
Samples: Max Re Capital LTD
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. personsStates, except pursuant to an exemption from, or in a transaction not subject to, to the registration requirements of the Act in accordance with Rule 144A or Regulation S under the Act.
Appears in 1 contract
Samples: Westar Energy Inc /Ks
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities and the Guarantees have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Appears in 1 contract
Samples: Endeavour International Corp
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. personspersons (as defined in Regulation S, “U.S. Persons”), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Appears in 1 contract
Samples: Purchase Agreement (WPP Group PLC)
Offering by Initial Purchasers. (a) Each The Initial Purchaser acknowledges Purchasers acknowledge that the Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Appears in 1 contract
Samples: Country Fair Inc
Offering by Initial Purchasers. (a) Each Initial Purchaser acknowledges that the Securities and the Common Stock issuable upon conversion thereof have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.. 11
Appears in 1 contract
Samples: Fuelcell Energy Inc
Offering by Initial Purchasers. (a1) Each Initial Purchaser acknowledges that the Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act.
Appears in 1 contract
Samples: Purchase Agreement (Chemtura CORP)