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.
Appears in 1 contract
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 soldsold within the United States or to, or for the account or benefit of, U.S. persons, 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.
(ci) The Initial Purchaser represents and warrants to and agrees that with the Company that: it has not offered or sold, and will not offer or sell, any Securities within the United States or to, or for the account or benefit of, U.S. persons (x) as part of their distribution at any time or (y) otherwise until 40 days after the later of the commencement of the offering and the date of the closing of the offering except:
(A) to those it reasonably believes to be “qualified institutional buyers” (as defined in Rule 144A under the Act) or
(B) in accordance with Rule 903 of Regulation S;
(ii) neither it nor any person acting on its behalf has engaged made or will engage make offers or sales of the Securities in the United States by means of any form of general solicitation or general advertising (as those terms are used within the meaning of Regulation D) in Regulation D under the Securities Act).United States;
(diii) The Initial Purchaser also represents and agrees that in connection with each sale pursuant to Section 4(b)(i)(A), it has not entered and taken or will not enter into take reasonable steps to ensure that the purchaser of such Securities is aware that such sale may be made in reliance on Rule 144A;
(iv) neither it, nor any contractual arrangement with of its Affiliates nor any distributor person acting on its or their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Securities;
(v) it is an “accredited investor” (as defined in Rule 501(a) of Regulation D);
(vi) it has complied and will comply with the offering restrictions requirement of Regulation S;
(vii) at or prior to the confirmation of sale of Securities (other than a sale of Securities pursuant to Section 4(b)(i)(A) of this Agreement), it shall have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the distribution compliance period (within the meaning of Regulation S) a confirmation or delivery notice to substantially the following effect: “The Securities covered hereby have not been 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 (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the date of closing of the offering, except in either case in accordance with Regulation S or Rule 144A under the Act. Additional restrictions on the offer and sale of the Securities are described in the offering memorandum for the Securities. Terms used in this paragraph have the meanings given to them by Regulation S.”
(viii) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (the “FSMA”)) received by it in connection with the issue or sale of any Securities, in circumstances in which Section 21(1) of the FSMA does not apply to the Company;
(ix) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom; and in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), it has not made and will not make an offer to the public of any Securities which are the subject of the offering contemplated by this Agreement in that Relevant Member State, except with its affiliates that it may make an offer to the public in that Relevant Member State of any Securities at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:
(A) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive;
(B) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or with legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior written consent of the CompanyPurchaser nominated by the Issuer for any such offer; or
(C) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of Securities shall result in a requirement for the publication by the Company or the Initial Purchaser of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase any Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
Appears in 1 contract
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 Notes and the Underlying Securities to be issued upon conversion thereof Shares 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, sold within the United States except in compliance with the registration requirements of the Securities Act or pursuant to an exemption from, or in a transaction not in subject to, the registration requirements of the Securities Act; accordingly, the .
(b) The Initial Purchaser hereby represents and warrants to and agrees that with the Operating Partnership and the Company that:
(i) it has not offered or sold, and will not offer and sell or sell, any Notes within the Securities only United States, except to those it reasonably believes to be “qualified institutional buyers” (as defined in accordance with Rule 144A under the Securities Act (“Rule 144A”) to persons it reasonably believes to be QIBs.Act);
(cii) The Initial Purchaser represents and agrees that neither it nor any person acting on its behalf has engaged made or will engage make offers or sales of the Notes in the United States by means of any form of general solicitation or general advertising (within the meaning of Regulation D) in the United States;
(iii) in connection with each sale pursuant to Section 3(b)(i), it has taken or will take reasonable steps to ensure that the purchaser of such Notes is aware that such sale is being made in reliance on Rule 144A;
(iv) it is an “accredited investor” (as those terms are used defined in Rule 501(a) of Regulation D under D);
(v) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Xxx 0000 (the “FSMA”)) received by it in connection with the issue or sale of any Securities, in circumstances in which Section 21(1) of the FSMA does not apply to the Company;
(vi) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities Act).in, from or otherwise involving the United Kingdom; and
(dvii) The Initial Purchaser also represents and agrees that in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), it has not entered made and will not enter into any contractual arrangement with any distributor with respect make an offer to the distribution or delivery public of any Securities which are the subject of the Securitiesoffering contemplated by this Agreement in that Relevant Member State, except with that it may make an offer to the public in that Relevant Member State of any Securities at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:
1. to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
2. to any legal entity which has two or more of (i) an average of at least 250 employees during the last financial year, (ii) a total balance sheet of more than €43,000,000 and (iii) an annual turnover of more than €50,000,000, as shown in its affiliates last annual or with consolidated accounts;
3. to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior written consent of the CompanyRepresentatives for any such offer; or
4. in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of Securities shall result in a requirement for the publication by the Company or any Initial Purchaser of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer to the public” in relation to any Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase any Securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
Appears in 1 contract
Offering by the Initial Purchaser. (a) The Initial Purchaser represents and warrants to the Company and the Guarantors 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 Securities, the Guarantees and the Underlying Securities to be issued upon conversion thereof of the Securities 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.
Appears in 1 contract
Offering by the Initial Purchaser. (a) The Initial Purchaser represents and warrants proposes to the Company that it is a qualified institutional buyer (a “QIB”) within the meaning make an offering 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 and upon the terms set forth in the Offering Memorandum. The Memorandum as soon as practicable after this Agreement is entered into and as in the judgment of the Initial Purchaser may from time to time thereafter change the price and other selling termsis advisable.
(b) The Initial Purchaser understands represents and acknowledges that the Securities and the Underlying Securities to be issued upon conversion thereof have not been and will not be registered warrants that:
(i) It is a Qualified Institutional Buyer as defined in Rule 144A under the Securities Act (except as contemplated by the Registration Rights Agreementa “QIB”) and may it will offer the Securities for resale only upon the terms and conditions set forth in this Agreement and in the Offering Memorandum.
(ii) It is not be offered or sold, except in compliance acquiring the Securities with the registration requirements of a view to any distribution thereof that would violate the Securities Act or pursuant the securities laws of any state of the United States or any other applicable jurisdiction. It will solicit offers to an exemption buy the Securities only from, or in a transaction not subject to, the registration requirements of the Securities Act; accordingly, the Initial Purchaser agrees that it and will offer and sell the Securities only to persons reasonably believed by it to be, QIBs, institutional accredited investors within the meaning of Rule 501(a) (1), (2), (3) or (7) of the Securities Act, or in accordance with Rule 144A transactions exempt pursuant to Regulation S under the Securities Act (Act; provided, however, that in purchasing such Securities, such persons are deemed to have represented and agreed as provided under the caption “Rule 144A”) to persons it reasonably believes to be QIBsTransfer Restrictions” contained in the Preliminary Offering Memorandum and the Offering Memorandum.
(ciii) The Initial Purchaser represents and agrees that neither it nor any person acting on its behalf has engaged or will engage in any No form of general solicitation or general advertising (as those terms are in violation of the Securities Act has been or will be used nor will any offers in Regulation D under any manner involving a public offering within the meaning of Section 4(2) of 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.
Appears in 1 contract
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 the Initial Purchaser 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. Accordingly, the Initial Purchaser agrees that it has solicited and will offer and sell solicit offers for the Securities only from, and has offered and sold and will offer, sell or deliver the Securities only to persons that it reasonably believes to be qualified institutional buyers as defined in accordance with Rule 144A under the Securities Act (“Rule 144A”) to persons it reasonably believes to be QIBsAct.
(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 Rule 502(c) of Regulation D under the Securities Act)) in connection with any offer or sale of the Securities in the United States.
(d) The Initial Purchaser also represents and agrees warrants to the Company that it has not entered and will not enter into any contractual arrangement with any distributor with respect to is a "qualified institutional buyer" within the distribution or delivery meaning of Rule 144A under the Securities, except with its affiliates or with the prior written consent of the CompanySecurities Act.
Appears in 1 contract
Samples: Purchase Agreement (American Equity Investment Life Holding Co)
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 Notes and the Underlying Securities to be issued upon conversion thereof Guarantees 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 soldsold within the United States or to, or for the account or benefit of, U.S. persons, 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.
(cb) The Initial Purchaser represents and warrants to and agrees that with the Company that:
(i) it has not offered or sold, and will not offer or sell, any Notes or Guarantees within the United States or to, or for the account or benefit of, U.S. persons (x) as part of their distribution at any time or (y) otherwise until 40 days after the later of the commencement of the offering and the date of the closing of the offering except:
(A) to those it reasonably believes to be “qualified institutional buyers” (as defined in Rule 144A under the Act) or
(B) in accordance with Rule 903 of Regulation S;
(ii) neither it nor any person acting on its behalf has engaged made or will engage make offers or sales of the Notes in the United States by means of any form of general solicitation or general advertising (as those terms are used within the meaning of Regulation D) in Regulation D under the Securities Act).United States;
(diii) The Initial Purchaser also represents and agrees that in connection with each sale pursuant to Section 4(b)(i)(A), it has not entered and taken or will not enter into take reasonable steps to ensure that the purchaser of such Notes is aware that such sale may be made in reliance on Rule 144A;
(iv) neither it, nor any contractual arrangement with of its Affiliates nor any distributor person acting on its or their behalf has engaged or will engage in any directed selling efforts (within the meaning of Regulation S) with respect to the Notes;
(v) it is an “accredited investor” (as defined in Rule 501(a) of Regulation D);
(vi) it has complied and will comply with the offering restrictions requirement of Regulation S; and
(vii) at or prior to the confirmation of sale of Notes (other than a sale of Notes pursuant to Section 4(b)(i)(A) of this Agreement), it shall have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Notes from it during the distribution compliance period (within the meaning of Regulation S) a confirmation or delivery notice to substantially the following effect: “The Notes covered hereby have not been registered under the U.S. Securities Act of 1933 (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 (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the Securitiescommencement of the offering and the date of closing of the offering, except in either case in accordance with its affiliates Regulation S or with Rule 144A under the prior written consent of Act. Terms used in this paragraph have the Company.meanings given to them by Regulation S.”
Appears in 1 contract
