Common use of Offering of Notes; Restrictions on Transfer Clause in Contracts

Offering of Notes; Restrictions on Transfer. (a) The Initial Purchaser agrees with LNR that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; Transfer Restrictions" contained in the Memorandum.

Offering of Notes; Restrictions on Transfer. (a) The Initial Purchaser agrees with LNR the Company that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("“non-U.S. purchasers," ” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "“Notice to Investors; Transfer Restrictions" ” contained in the Offering Memorandum.

Offering of Notes; Restrictions on Transfer. (a) The Initial Purchaser agrees with LNR the Company that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to to, (A) in the case of offers inside the United States, persons whom the Initial Purchaser reasonably believes to be QIBs qualified institutional buyers within the meaning of Rule 144A under the Act (individually, a "QIB") or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, that each such account is a QIB, QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, 144A and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, that in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; Transfer Restrictions" contained in the Offering Memorandum.

Offering of Notes; Restrictions on Transfer. (a) The Each of the Initial Purchaser Purchasers agrees with LNR the Company (as to itself only) that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Act; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("“non-U.S. purchasers," ” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "“Notice to Investors; Transfer Restrictions" ” contained in the Pricing Disclosure Package and the Final Memorandum.

Offering of Notes; Restrictions on Transfer. (a) The Each of the Initial Purchaser Purchasers agrees with LNR the Company (as to itself only) that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBs qualified institutional buyers within the meaning of Rule 144A under the Act (individually, a "QIB") or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, that in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Notes; Restrictions on Transfer. (a) The Each of the Initial Purchaser Purchasers (as to itself only) agrees with LNR the Issuers and NB Acquisition that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("“non-U.S. purchasers," ” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "“Notice to Investors; Transfer Restrictions" ” contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Notes; Restrictions on Transfer. (a) The Each of the Initial Purchaser Purchasers (as to itself only) agrees with LNR the Company and Grant Prideco that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Notes; Restrictions on Transfer. (a) The Each of the Initial Purchaser Purchasers represents and warrants, as to itself only, that it is a QIB. Each of the Initial Purchasers agrees with LNR that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has solicited and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the such Initial Purchaser or the Initial Purchaser reasonably believes, that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasersFOREIGN PURCHASERS," which term shall include included dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); providedPROVIDED, howeverHOWEVER, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; Transfer Restrictions" contained in the Memorandumrestrictive legend as set forth on Exhibit A of the Indenture.

Offering of Notes; Restrictions on Transfer. (a) The Each of the Initial Purchaser Purchasers represents and warrants that it is a QIB. Each of the Initial Purchasers agrees with LNR that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, however, that, in that for the case purposes of this clause (B), ) the Initial Purchasers may rely upon the fact that in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; Transfer Restrictions" contained in the Final Memorandum.

Offering of Notes; Restrictions on Transfer. (a) The Initial Purchaser represents and warrants that it is a QIB. The Initial Purchaser agrees with LNR the Company that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, that each such account is a QIB, QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; Transfer Restrictions" contained in the Final Memorandum.

Offering of Notes; Restrictions on Transfer. (a) The Each of the Initial Purchaser Purchasers agrees with LNR the Issuers (as to itself only) that (i) it has not and will not solicit offers for, or offer or sell, the Notes Securities by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes Securities only from, and will offer and sell the Notes Securities only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("“non-U.S. purchasers," ” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes Securities such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; “Transfer Restrictions" ” contained in the Pricing Disclosure Package and the Final Memorandum.

Offering of Notes; Restrictions on Transfer. (a) The Each of the Initial Purchaser Purchasers agrees with LNR the Company (as to itself only) that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Notes; Restrictions on Transfer. (a) The Each of the Initial Purchaser Purchasers agrees with LNR the Company and the Guarantors (as to itself only) that (i) it has not and will not solicit offers for, or offer or sell, the Notes Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Act; and (ii) it has and will solicit offers for the Notes Securities only from, and will offer and sell the Notes Securities only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBs qualified institutional buyers, as defined by Regulation D of the Act (“QIB”) or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("“non-U.S. purchasers," ” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes Securities such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; “Transfer Restrictions" ” contained in the Preliminary Memorandum and the Final Memorandum.

Offering of Notes; Restrictions on Transfer. (a) The Each of the Initial Purchaser Purchasers agrees with LNR the Issuer (as to itself only) that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes to be QIBs qualified institutional buyers as defined in Rule 144A under the Securities Act (“QIBs”) or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("“non-U.S. purchasers," ” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; “Transfer Restrictions" ” contained in the Pricing Disclosure Package and the Final Memorandum.

Offering of Notes; Restrictions on Transfer. (a) The Each of the Initial Purchaser Purchasers, severally and not jointly, agrees with LNR that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser Purchasers or the Initial Purchaser Purchasers reasonably believesbelieve, that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("“non-U.S. purchasers," ” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "“Notice to Investors; Transfer Restrictions" ” contained in the Final Memorandum.

Offering of Notes; Restrictions on Transfer. (a) The Initial Purchaser represents and warrants that it is a QIB. The Initial Purchaser agrees with LNR the Company that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, that each such account is a QIB, QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Notes; Restrictions on Transfer. (a) The Each of the Initial Purchaser Purchasers agrees with LNR the Company (as to itself only) that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; Transfer Restrictions" contained in the Offering Memorandum.

Offering of Notes; Restrictions on Transfer. (a) The Each of the Initial Purchaser Purchasers agrees with LNR the Company and the Guarantors (as to itself only) that (i) it has not and will not solicit offers for, or offer or sell, the Notes Securities by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes Securities only from, and will offer and sell the Notes Securities only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("“non-U.S. purchasers," ” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes Securities such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; “Transfer Restrictions" ” contained in the Pricing Disclosure Package and the Final Memorandum.

Offering of Notes; Restrictions on Transfer. (a) The Each of the Initial Purchaser Purchasers agrees with LNR the Company (as to itself only) that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); providedPROVIDED, howeverHOWEVER, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Notes; Restrictions on Transfer. (a1) The Each of the Initial Purchaser Purchasers, severally and not jointly, agrees with LNR that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser Purchasers or the Initial Purchaser Purchasers reasonably believesbelieve, that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; Transfer Restrictions" contained in the Memorandum.

Offering of Notes; Restrictions on Transfer. (a) The Initial Purchaser represents and warrants that it is a QIB. The Initial Purchaser agrees with LNR the Company that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust)); providedPROVIDED, howeverHOWEVER, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Notes; Restrictions on Transfer. (a) The Initial Purchaser represents and warrants to MergerCo, EHI, and Elgar that it is a QIB. The Initial Purchaser represents, warrants and agrees with LNR that (i) it or any person acting for its benefit has not and will not solicit offers for, or offer or sell, the Notes Securities by any form of general solicitation or general advertising (as those 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; and (ii) its acquisition of the Notes does not constitute a "prohibited transaction" (as defined in ERISA); and (iii) it or any person acting for its benefit has solicited and will solicit offers for the Notes Securities only from, and will offer and sell the Notes Securities only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser reasonably believes to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, that each such account is a QIB, QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A 144A; and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasersFOREIGN PURCHASER," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. foreign beneficial owners (other than an estate or trust))) in reliance on Regulation S; providedPROVIDED, howeverHOWEVER, that, in the case of this clause (A) or (B), in purchasing such Notes Securities such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; Transfer Restrictions" contained in the Final Memorandum.

Offering of Notes; Restrictions on Transfer. (a) The Each of the Initial Purchaser Purchasers agrees with LNR the Company (as to itself only) that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("“non-U.S. purchasers," ” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "“Notice to Investors; Transfer Restrictions" ” contained in the Offering Memorandum.

Offering of Notes; Restrictions on Transfer. (a) The Each of the Initial Purchaser Purchasers agrees with LNR the Company (as to itself and its respective Affiliates) that (i) neither it nor its Affiliates has not and nor will not they solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) neither it nor its Affiliates has and nor will they solicit offers for the Notes only from, and will offer and sell the Notes only to to, (A) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, Purchasers that each such account is a QIB, QIB to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, 144A and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; Transfer Restrictions" contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Notes; Restrictions on Transfer. (a) The Each of the Initial Purchaser Purchasers agrees with LNR the Issuers (as to itself only) that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("“non-U.S. purchasers," ” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; “Transfer Restrictions" ” contained in the Pricing Disclosure Package and the Final Memorandum.

Offering of Notes; Restrictions on Transfer. (a) The -------------------------------------------- Initial Purchaser agrees Purchasers agree with LNR the Company that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes to be QIBs qualified institutional buyers as defined in Rule 144A under the Securities Act ("QIBs") or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; Transfer Restrictions" contained in the Memorandum.

Offering of Notes; Restrictions on Transfer. (a) The Each of the Initial Purchaser Purchasers agrees with LNR the Company (as to itself only) that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("“non-U.S. purchasers," ” which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; “Transfer Restrictions" ” contained in the Final Memorandum (or, if the Final Memorandum is not in existence, in the most recent Memorandum).

Offering of Notes; Restrictions on Transfer. (a) The Each of the Initial Purchaser Purchasers agrees with LNR the Company (as to itself only) that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the Initial Purchaser Purchasers reasonably believes believe to be QIBs or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the Initial Purchaser or the Initial Purchaser reasonably believes, Purchasers that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; Transfer Restrictions" contained in the Final Memorandum.

Offering of Notes; Restrictions on Transfer. (a) The Each -------------------------------------------- Initial Purchaser agrees with LNR the Company that (i) it has not and will not solicit offers for, or offer or sell, the Notes by any form of general solicitation or general advertising (as those 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; and (ii) it has and will solicit offers for the Notes only from, and will offer and sell the Notes only to (A) in the case of offers inside the United States, persons whom the such Initial Purchaser reasonably believes to be QIBs qualified institutional buyers as defined in Rule 144A under the Securities Act ("QIBs") or, if any such person is buying for one or more institutional accounts for which such person is acting as fiduciary or agent, only when such person has represented to the such Initial Purchaser or the Initial Purchaser reasonably believes, that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (B) in the case of offers outside the United States, to persons other than U.S. persons ("non-U.S. purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust)); provided, however, that, in the case of this clause (B), in purchasing such Notes such persons are deemed to have represented and agreed as provided under the caption "Notice to Investors; Transfer Restrictions" contained in the Memorandum.