Offering of Securities; Restrictions on Transfer. The Initial Purchaser represents and warrants that the Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). The Initial Purchaser agrees with the Company that (i) it has not solicited and will not solicit offers for, or offer or sell, 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 and (ii) it will solicit offers for such Securities only from, and will offer such Securities only to, persons that it reasonably believes to be QIBs that in purchasing such Securities are deemed to have represented and agreed as provided in the Final Memorandum under the caption “Transfer Restrictions.”
Appears in 1 contract
Offering of Securities; Restrictions on Transfer. The Initial Purchaser represents and warrants that the Initial Purchaser it is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). The Initial Purchaser Purchaser, agrees with the Company that (i) it has not solicited and will not solicit offers for, or offer or sell, 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 and (ii) it will solicit offers for such Securities only from, and will offer such Securities only to, persons that it reasonably believes to be QIBs and that in purchasing such Securities are deemed to have represented and agreed as provided in the Final Memorandum under the caption “Transfer Restrictions”.”
Appears in 1 contract
Offering of Securities; Restrictions on Transfer. (a) The Initial Purchaser represents and warrants that the Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). The Initial Purchaser agrees with the Company that (i) it has not solicited and will not solicit offers for, or offer or sell, such Securities by any form General Solicitation, other than a permitted communication listed on Schedule I hereto, or those made with the prior written consent of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) Company, or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act Act, and (ii) it will solicit offers for sell such Securities only from, and will offer such Securities only to, to persons that it reasonably believes to be QIBs that that, in each case, in purchasing such Securities are deemed to have represented and agreed as provided in the Final Memorandum under the caption captions “Notice to Investors” and “Transfer Restrictions.”
Appears in 1 contract
Samples: Blackline, Inc.
Offering of Securities; Restrictions on Transfer. (a) The Initial Purchaser represents and warrants that the Initial Purchaser it is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “QIB”). The Initial Purchaser Purchaser, agrees with the Company that (i) it has not solicited and will not solicit offers for, or offer or sell, 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 and (ii) it will solicit offers for such Securities only from, and will offer such Securities only to, persons that it reasonably believes to be QIBs that in purchasing such Securities are deemed to have represented and agreed as provided in the Final Memorandum under the caption “Transfer Restrictions”.”
Appears in 1 contract
Samples: Purchase Agreement (Durect Corp)
Offering of Securities; Restrictions on Transfer. (a) The Initial Purchaser represents and warrants that the Initial Purchaser it is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “"QIB”"). The Initial Purchaser agrees with the Company that (i) it has not solicited and will not solicit offers for, or offer or sell, 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 and (ii) it will solicit offers for such Securities only from, and will offer such Securities only to, persons that it reasonably believes to be QIBs that in purchasing such Securities are deemed to have represented and agreed as provided in the Final Memorandum under the caption “Transfer RestrictionsQIBs.”
Appears in 1 contract
Samples: Purchase Agreement (Weatherford International Inc /New/)
Offering of Securities; Restrictions on Transfer. The Initial Purchaser represents and warrants that the Initial Purchaser it is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “"QIB”"). The Initial Purchaser Purchaser, agrees with the Company that (i) it has not solicited and will not solicit offers for, or offer or sell, 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 and (ii) it will solicit offers for such Securities only from, and will offer such Securities only to, persons that it reasonably believes to be QIBs that in purchasing such Securities are deemed to have represented and agreed as provided in the Final Memorandum under the caption “"Transfer Restrictions".”
Appears in 1 contract
Offering of Securities; Restrictions on Transfer. The Initial Purchaser represents and warrants that the Initial Purchaser is a qualified institutional buyer as defined in Rule 144A under the Securities Act (a “"QIB”"). The Initial Purchaser agrees with the Company that (i) it has not solicited and will not solicit offers for, or offer or sell, 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 and (ii) it will solicit offers for such Securities only from, and will offer such Securities only to, persons that it reasonably believes to be QIBs that in purchasing such Securities are deemed to have represented and agreed as provided in the Final Memorandum under the caption “"Transfer Restrictions".”
Appears in 1 contract
Samples: Safeguard Scientifics Inc