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

Offering of Securities; Restrictions on Transfer. The Initial Purchaser represents and warrants that it is a QIB. The Initial Purchaser acknowledges and agrees with the Company as to itself only that (i) the Notes and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the Notes; (ii) it is purchasing the Notes pursuant to a private sale exemption from registration under such Act and it is not acquiring the Notes with the intention of offering or selling the Notes in a transaction that would violate the Securities Act or the securities laws of any state in the United States or any other applicable jurisdiction in which it offers or sells Notes or distributes the Preliminary Offering Memorandum or the Offering Memorandum; (iii) it has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (iv) it has and will solicit offers for the Securities only from, and will offer the Securities only to, persons whom such 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 such Initial Purchaser 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.

Offering of Securities; Restrictions on Transfer. The Each Initial Purchaser Purchaser, severally and not jointly, represents and warrants that it is a QIB. The Initial Purchaser acknowledges and agrees with the Company as to itself only that (i) the Notes and the Conversion Shares have not been and will not be registered such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act in connection with the initial offering of the Notes; (a "QIB"), (ii) it such Initial Purchaser is purchasing the Notes Securities pursuant to a private sale exemption from registration under the Securities Act, and (iii) such Act and it Initial Purchaser is not acquiring the Notes Securities (a) with the a view to any distribution thereof or (b) with any present intention of offering or selling the Notes Securities, in the case of either (a) or (b), in a transaction that would violate the Securities Act or the securities laws of any state in securities laws. Each Initial Purchaser, severally and not jointly, agrees with the United States or any other applicable jurisdiction in which it offers or sells Notes or distributes the Preliminary Offering Memorandum or the Offering Memorandum; Company that (iiii) it has not and will not solicit offers for, or offer or sell, the such Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; Act and (ivii) it has and will solicit offers for the such Securities only from, and will offer the such Securities only to, persons whom such Initial Purchaser that it reasonably believes to be QIBs or, if any that in purchasing such person is buying for one or more institutional accounts for which such person is acting Securities are deemed to have represented and agreed as fiduciary or agent, only when such person has represented to such Initial Purchaser that each such account is a QIB, to whom notice has been given that such sale or delivery is being made provided in reliance on Rule 144A and, in each case, in transactions the Memorandum under Rule 144A.the caption "Transfer Restrictions".

Offering of Securities; Restrictions on Transfer. The Initial Purchaser represents Purchasers represent and warrants warrant that it is a QIBthey are QIBs. The Each of the Initial Purchaser acknowledges and Purchasers agrees with the Company as to itself only that (i) the Notes and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the Notes; (ii) it is purchasing the Notes pursuant to a private sale exemption from registration under such Act and it is not acquiring the Notes with the intention of offering or selling the Notes in a transaction that would violate the Securities Act or the securities laws of any state in the United States or any other applicable jurisdiction in which it offers or sells Notes or distributes the Preliminary Offering Memorandum or the Offering Memorandum; (iii) it has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (ivii) it has and will solicit offers for the Securities only from, and will offer the Securities only toto (A) in the case of offers inside the United States, persons whom such 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 such the Initial Purchaser 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 144A, and, in each case, in transactions under Rule 144A.144A, deliver to the Trustee a signed letter containing certain representations and agreements relating to the restrictions on transfer of the Notes (the form of which letter can be obtained from such Trustee) and (B) in the case of offers outside the United States, to persons other than U.S. persons ("FOREIGN PURCHASER," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)); PROVIDED, HOWEVER, that in the case of this clause (B), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final Memorandum.

Offering of Securities; Restrictions on Transfer. The Initial Purchaser represents and warrants that it is a QIB. The Initial Purchaser acknowledges and agrees with the Company as to itself only that (i) the Notes Shares and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the NotesShares; (ii) it is purchasing the Notes Shares pursuant to a private sale exemption from registration under such Act and it is not acquiring the Notes Shares with the intention of offering or selling the Notes Shares in a transaction that would violate the Securities Act or the securities laws of any state in the United States or any other applicable jurisdiction in which it offers or sells Notes Shares or distributes the Preliminary Offering Memorandum Disclosure Package or the Offering MemorandumCircular; (iii) it has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act; and (iv) it has and will solicit offers for the Securities only from, and will offer the Securities only to, (x) persons whom such 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 such Initial Purchaser 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.144A, or (y) non-U.S. persons outside the United States to whom the Initial Purchaser reasonably believes offers and sales of the Securities may be made in reliance upon Regulation S.

Offering of Securities; Restrictions on Transfer. The Each Initial Purchaser represents and warrants as to itself only that it is a QIB. The Each Initial Purchaser acknowledges and agrees with the Company as to itself only that (i) the Notes and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the Notes; (ii) it is purchasing the Notes pursuant to a private sale exemption from registration under such Act and it is not acquiring the Notes with the a view to any distribution thereof or with any intention of offering or selling the Notes in a transaction that would violate the Securities such Act or the securities laws of any state in the United States or any other applicable jurisdiction in which it offers or sells Notes or distributes the Preliminary Offering Memorandum or the Offering Memorandum; (iii) it has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (iv) it has and will solicit offers for the Securities only from, and will offer the Securities only to, persons whom such 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 such Initial Purchaser 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.

Offering of Securities; Restrictions on Transfer. The Each Initial Purchaser Purchaser, severally and not jointly, represents and warrants that it such Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). The Each Initial Purchaser severally acknowledges and agrees with that the Company as to itself only that (i) the Notes and the Conversion Shares Securities have not been and will not be registered under the Securities Act in connection with the initial offering of the Notes; (ii) it is purchasing the Notes and may not be offered or sold except pursuant to a private sale an exemption from registration under such Act and it is not acquiring the Notes with the intention of offering from, or selling the Notes in a transaction that would violate not subject to, the registration requirements of the Securities Act or the securities laws of any state in the United States or any other applicable jurisdiction in which it offers or sells Notes or distributes the Preliminary Offering Memorandum or the Offering Memorandum; (iii) Act. Each Initial Purchaser severally represents and agrees that it has not offered and sold the Securities, and will not offer and sell the Securities constituting its allotment, except in accordance with Rule 144A. Each Initial Purchaser, severally and not jointly, agrees with the Company that (i) it and each of its affiliates will not solicit offers for, or offer or sell, the such Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; Act and (ivii) it has and will solicit offers for the such Securities only from, and will offer the such Securities only to, persons whom such Initial Purchaser that it reasonably believes to be QIBs or, if any that in purchasing such person is buying for one or more institutional accounts for which such person is acting Securities are deemed to have represented and agreed as fiduciary or agent, only when such person has represented to such Initial Purchaser that each such account is a QIB, to whom notice has been given that such sale or delivery is being made provided in reliance on Rule 144A and, in each case, in transactions the Memorandum under Rule 144A.the caption “Transfer Restrictions”.

Offering of Securities; Restrictions on Transfer. The Initial Purchaser represents and warrants that it is a QIB. The Initial Purchaser acknowledges and agrees with the Company as to itself only that (i) the Notes and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the Notes; (ii) it is purchasing the Notes pursuant to a private sale exemption from registration under such Act and it is not acquiring the Notes with the intention of offering or selling the Notes in a transaction that would violate the Securities Act or the securities laws of any state in the United States or any other applicable jurisdiction in which it offers or sells Notes or distributes the Preliminary Offering Memorandum or the Offering Memorandum; (iii) it has not and will not solicit offers for, or offer or sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (ivii) it has and will solicit offers for the Securities only from, and will offer the Securities only toto (A) in the case of offers inside the United States, persons whom such 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 such the Initial Purchaser 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 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 ("foreign Purchaser," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)); provided, however, that in the case of this clause (B), in purchasing such Securities such persons are deemed to have represented and agreed as provided under the caption "Transfer Restrictions" contained in the Final Memorandum.