Offering by the Initial Purchaser. The Initial Purchaser proposes to make an offering of the Notes at the price and upon the terms set forth in the Final Memorandum, as soon as practicable after this Agreement is entered into and as in the judgment of the Initial Purchaser is advisable.
Offering by the Initial Purchaser. (a) The Initial Purchaser represents and warrants to the Company that it is a qualified institutional buyer (a “QIB”) within the meaning of Rule 144A and an “accredited investor” within the meaning of Rule 501(a) under the Securities Act. It is understood that the Initial Purchaser will offer and sell the Securities in accordance with this Section as soon as it deems it advisable to do so. The Securities are to be initially offered at the offering price set forth in the Offering Memorandum. The Initial Purchaser may from time to time thereafter change the price and other selling terms.
(b) The Initial Purchaser understands and acknowledges that the Securities and the Underlying Securities to be issued upon conversion thereof have not been and will not be registered under the Securities Act (except as contemplated by the Registration Rights Agreement) and may not be offered or sold, except in compliance with the registration requirements of the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; accordingly, the Initial Purchaser agrees that it will offer and sell the Securities only in accordance with Rule 144A under the Securities Act (“Rule 144A”) to persons it reasonably believes to be QIBs.
(c) The Initial Purchaser represents and agrees that neither it nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act).
(d) The Initial Purchaser also represents and agrees that it has not entered and will not enter into any contractual arrangement with any distributor with respect to the distribution or delivery of the Securities, except with its affiliates or with the prior written consent of the Company.
Offering by the Initial Purchaser. (a) The Initial Purchaser proposes to make an offering of the Notes, upon the terms set forth in the Offering Memorandum, as soon as practicable after this Agreement is entered into and as in its judgment is advisable. During the period from the date of this Agreement until the earlier of (i) the date on which the Initial Purchaser shall have completed the initial resale of all of the Notes and (ii) 90 days after the date of this Agreement, the Issuer agrees to reasonably assist the Initial Purchaser in any marketing of the Notes and (promptly upon request) to provide all information reasonably deemed necessary by the Initial Purchaser in such marketing. In addition, during such period the Issuer shall use commercially reasonable efforts to make appropriate officers and representatives of the Issuer available to participate in information meetings for potential investors at such times and places as the Initial Purchaser may reasonably request.
(b) The Issuer acknowledges and agrees that the Initial Purchaser is acting solely in the capacity of an arm’s length contractual counterparty to the Issuer with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Issuer or any other Person. Additionally, the Initial Purchaser is not advising the Issuer or any other Person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Issuer shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Initial Purchaser shall have no responsibility or liability to the Issuer with respect thereto. Any review by the Initial Purchaser of the Issuer, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Initial Purchaser and shall not be on behalf of the Issuer.
(c) The Issuer acknowledges and agrees that:
(i) the Issuer has been advised that the Initial Purchaser and its Affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Issuer and that the Initial Purchaser has no obligation to disclose such interests and transactions to the Issuer by virtue of any fiduciary, advisory or agency relationship; and
(ii) the Issuer waives, to the fulles...
Offering by the Initial Purchaser. The Initial Purchaser --------------------------------- proposes to make an offering of the Securities at the price and upon the terms set forth in the Final Circular, as soon as practicable after this Agreement is entered into and as in the judgment of the Initial Purchaser is advisable.
Offering by the Initial Purchaser. The Initial Purchaser proposes to make an offering of the Units at the price and upon the terms set forth in the Offering Memorandum as soon as practicable after this Agreement is entered into and as in the judgment of the Initial Purchaser is advisable. The Initial Purchaser may from time to time thereafter change the price and other selling terms.
Offering by the Initial Purchaser. (a) It is understood that the Initial Purchaser will offer and sell the Notes in accordance with this Section as soon as they deem it advisable to do so. The Notes are to be initially offered at the offering price set forth in the Memorandum. The Initial Purchaser may from time to time thereafter change the price and other selling terms.
(b) The Initial Purchaser represents and agrees that neither it nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act).
(c) The Initial Purchaser also represents and agrees that it has not entered and will not enter into any contractual arrangement with any distributor with respect to the distribution or delivery of the Notes, except with its affiliates or with the prior written consent of LNR.
Offering by the Initial Purchaser. The Initial Purchaser proposes to make an offering of the Securities at the price and upon the terms set forth in the Final Memorandum, as soon as practicable after this Agreement is entered into and as in the judgment of the Initial Purchaser is advisable. 13 -10-
Offering by the Initial Purchaser. (a) The Initial Purchaser proposes to make an offering of the Securities at the price and upon the terms set forth in the Pricing Disclosure Package and the Final Memorandum as soon as practicable after this Agreement is entered into and as in the judgment of the Initial Purchaser is advisable.
(b) The Initial Purchaser hereby represents and agrees that it has not used and will not use, authorize use of, refer to or participate in the planning for use of any written communication that constitutes an offer to sell or the solicitation of an offer to buy the Securities other than (i) the Pricing Disclosure Package and the Offering Memorandum, (ii) a written communication that contains either (a) no “issuer information” (as defined in Rule 433(h)(2) under the Act) or (b) “issuer information” that was included or incorporated by reference in the Pricing Disclosure Package or the Offering Memorandum, (iii) any written communication listed on Annex A or prepared pursuant to Section 5(c) below (including the Recorded Road Show), (iv) any written communication prepared by the Initial Purchaser and approved by the Company in writing in advance, or (v) any customary Bloomberg communication or other written communication relating to or that contains the terms of the Securities and/or other information that was included or incorporated by reference in the Pricing Disclosure Package or the Offering Memorandum.
Offering by the Initial Purchaser. The Initial Purchaser represents and warrants as follows.
(a) it will offer and sell the Notes only to persons whom it, or its agents, reasonably believe are QIBs in transactions meeting the requirements of Rule 144A;
(b) it is a QIB within the meaning of Rule 144A; within the United States, it has not and will not, directly or indirectly, solicit offers for, or offer or sell, the Notes by any form of “general solicitation” or “general advertising” (as such terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act;
(c) and without the prior consent of the Company, other than one or more term sheets relating to the Notes containing customary information, it has not made and will not make any offer relating to the Notes that would constitute a Supplemental Document.
Offering by the Initial Purchaser. It is understood that the Initial Purchaser proposes to offer the Capital Securities for sale as set forth in the Final Memorandum. The Initial Purchaser represents and warrants to and agrees with the Company and the Trust that:
(a) It has not offered or sold, and will not offer or sell, any of the Securities except to those it reasonably believes to be (i) qualified institutional buyers (as defined in Rule 144A under the Securities Act) and that, in connection with each such sale, it has taken or will take reasonable steps to ensure that the purchaser of any Capital Securities is aware that such sale is being made in reliance on Rule 144A or (ii) other institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D).
(b) Neither it nor any person acting on its behalf has made or will make offers or sales of any of the Securities by means of any form of general solicitation or general advertising (within the meaning of Regulation D).
(c) The Initial Purchaser will deliver to each purchaser of the Capital Securities, in connection with its original placement of the Capital Securities, a copy of the Final Memorandum as amended and supplemented at the date of such delivery.
