Common use of Offering by Purchaser Clause in Contracts

Offering by Purchaser. It is understood that the Purchaser will only offer the SCs, if it offers the SCs at all, for sale to a limited number of institutional investors and the Purchaser will not offer, sell or otherwise distribute the SCs in any state in which the SCs are not exempt from registration under “blue sky” or state securities laws (except where the SCs will have been qualified for offering and sale at the Purchasers’ direction under such “blue sky” or state securities laws).