Common use of Offering by the Initial Purchasers Clause in Contracts

Offering by the Initial Purchasers. (a) The Company understands that the Initial Purchasers intend to offer the Securities for resale on the terms set forth in the Disclosure Package. Each Initial Purchaser acknowledges that the Securities have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction 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 and any other applicable securities laws. (b) Each Initial Purchaser, severally and not jointly, represents, warrants and agrees that: (i) it has not offered or sold, and will not offer or sell, any Securities except to those it reasonably believes to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act); (ii) neither it nor any person acting on its behalf has made or will make offers or sales of the Securities 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, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale is being made in reliance on Rule 144A under the Securities Act; (iv) it is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act); (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 in, from or otherwise involving the United Kingdom;

Offering by the Initial Purchasers. (a) The Company understands It is understood that the Initial Purchasers intend to will offer and sell the Securities for resale on in accordance with this Section as soon as the terms Initial Purchasers deem it advisable to do so. The Securities are to be initially offered at the offering price set forth in the Disclosure PackageOffering Memorandum. The Initial Purchasers may from time to time thereafter change the price and other selling terms. (b) Each Initial Purchaser understands and acknowledges that the Securities and the Underlying Securities have not been, been and will not be, be registered under the Securities Act or (except as contemplated by the securities laws of any other jurisdiction Registration Rights Agreement) and may not be offered or sold within sold, except in compliance with the United States registration requirements of the Securities Act 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 and any other applicable securities laws. (b) Each Act. Accordingly, each Initial Purchaser, severally and not jointly, represents, warrants and Purchaser agrees that: (i) that it has not offered or soldsolicited and will solicit offers for the Securities only from, and has offered and sold and will not offer offer, sell or sell, any deliver the Securities except only to those persons that it reasonably believes to be “qualified institutional buyers” (buyers as defined in Rule 144A under the Securities Act);. (iic) Each Initial Purchaser agrees that neither it nor any person acting on its behalf has made engaged or will make offers or sales of the Securities engage 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, it has taken or will take reasonable steps to ensure that the purchaser of such Securities is aware that such sale is being made in reliance on Rule 144A under the Securities Act; (iv) it is an “accredited investor” (as defined those terms are used in Rule 501(a502(c) of Regulation D under the Securities Act);) in connection with any offer or sale of the Securities in the United States. (vd) Each Initial Purchaser represents and warrants to the Company that 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 (is a “qualified institutional buyer” 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 Rule 144A under the Securities in, from or otherwise involving the United Kingdom;Act.