Common use of Private Offering by the Company Clause in Contracts

Private Offering by the Company. Within the last two years, neither the Company nor anyone acting on its behalf has offered the Initial Notes or any similar securities for sale to, or solicited any offer to buy the Initial Notes or any similar securities from, or otherwise approached or negotiated in respect thereof with, any person other than the Purchaser, which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any substantially similar securities debt Securities for sale to, or solicited any offer to buy the Initial Notes or any substantially similar securities debt Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserAdditional Purchasers and not more than other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any substantially similar securities debt Securities for sale to, or solicited any offer to buy the Initial Notes or any substantially similar securities debt Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers and not more than 25 other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any similar securities Securities that would be integrated with the Notes for sale to, or solicited any offer to buy any of the Initial Notes or any similar securities same from, or otherwise approached or negotiated in respect thereof with, any person other than the PurchaserPurchasers and not more than 40 other Institutional Accredited Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes Note or any similar securities for sale to, or solicited any offer to buy any of the Initial Notes or any similar securities same from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserInvestor and other Persons who are “accredited investors” as defined in the Securities Act, each of which has been offered the Initial Notes such securities at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes Note to the registration requirements of section Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdictionAct.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any similar securities Securities for sale to, or solicited any offer to buy the Initial Notes or any similar securities Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers and not more than eight (8) Institutional Investors, including the Purchasers, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any similar securities that could be integrated with the Notes or require the registration of the Notes for sale to, or solicited any offer to buy any of the Initial Notes or any similar securities same from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdictionAct.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting authorized to act on its behalf has offered the Initial Notes or any similar securities Securities for sale to, or solicited any offer to buy any of the Initial Notes or any similar securities same from, or otherwise approached or negotiated in respect thereof with, any person Person other than you, the PurchaserOther Purchasers and not more than 70 other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting authorized to act on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdictionAct.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any similar securities Securities for sale to, or solicited any offer to buy the Initial Notes or any similar securities Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers and not more than fifty (50) other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any similar securities Securities for sale to, or solicited any offer to buy the Initial Notes or any similar securities Securities from, or otherwise approached or negotiated in respect thereof Graybar Electric Company, Inc.Private Shelf Agreement with, any person Person other than the PurchaserPurchasers and other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any similar securities Securities for sale to, or solicited any offer to buy the Initial Notes or any similar securities Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers and not more than forty-five (45) other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered offered, directly or indirectly, the Initial Notes or any similar securities for sale to, or solicited any offer to buy any of the Initial Notes or any similar securities same from, or otherwise approached or negotiated in respect thereof with, any person other than you, the PurchaserOther Purchasers and not more than 72 other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdictionAct.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any substantially similar securities debt Securities for sale to, or solicited any offer to buy the Initial Notes or any substantially similar securities debt Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserAdditional Purchasers and not more than______ other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial any Series of Notes or any similar securities Securities for sale to, or solicited any offer to buy the Initial any Series of Notes or any similar securities Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers and not more than 25 other Institutional Investors, each of which has been offered the Initial such Series of Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial any Series of Notes to the registration requirements of section Section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within None of the last two years, neither the Company Issuer Parties nor anyone acting on its their behalf has offered the Initial Notes or any similar securities Securities for sale to, or solicited any offer to buy the Initial Notes or any similar securities Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers and not more than four (4) other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company Issuer Parties nor anyone acting on its their behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any similar securities Securities for sale to, or solicited any offer to buy the Initial Notes or any similar securities Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers and not more than [__] other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.jurisdiction.13

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any similar securities Securities for sale to, or solicited any offer to buy the Initial Notes or any similar securities Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers and not more than five (5) other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.. The Toro Company Note Purchase Agreement

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any similar securities Securities for sale to, or solicited any offer to buy the Initial Notes or any similar securities Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers and not more than fifteen (15) other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any similar securities Securities for sale to, or solicited any offer to buy the Initial Notes or any similar securities Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers and not more than twenty-five (25) other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any substantially similar securities debt Securities for sale to, or solicited any offer to buy the Initial Notes or any substantially similar securities debt Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers and not more than two (2) other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within the last two years, neither Neither the Company nor nor, to its knowledge, anyone acting on its behalf has offered the Initial Notes or any similar securities Securities for sale to, or solicited any offer to buy the Initial Notes or any similar securities Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers and 7 Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor nor, to its knowledge, anyone acting on its behalf has taken, or will take, taken any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes Notes, the Subsidiary Guarantees or any similar securities for sale to, or solicited any offer to buy any of the Initial Notes or any similar securities same from, or otherwise approached or negotiated in respect thereof with, any person other than the PurchaserPurchasers, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes or the issuance of the Subsidiary Guarantees to the registration requirements of section Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdictionAct.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any similar securities Securities for sale to, or solicited any offer to buy the Initial Notes or any similar securities Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers and not more than 64 other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any similar securities Securities for sale to, or solicited any offer to buy the Initial Notes or any similar securities Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers and not more than forty-five (45) Institutional Investors, including the Purchasers, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction. Section 5.14.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any substantially similar securities debt Securities for sale to, or solicited any offer to buy the Initial Notes or any substantially similar securities debt Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserAdditional Purchasers and not more than 35 other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within Neither the last two yearsTrust, neither the Company nor anyone acting on its or their behalf has offered the Initial Notes or any similar securities Securities for sale to, or solicited any offer to buy any of the Initial Notes or any similar securities same from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers and not more than 57 other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Trust, the Company nor anyone acting on its or their behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within the last two years, neither the Company No Obligor nor anyone acting on its an Obligor’s behalf has offered the Initial Notes or any similar securities Securities for sale to, or solicited any offer to buy the Initial Notes or any similar securities Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers and not more than 15 other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company No Obligor nor anyone acting on its an Obligor’s behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Series A Notes or any similar securities for sale to, or solicited any offer to buy any of the Initial Notes or any similar securities same from, or otherwise approached or negotiated in respect thereof with, any person other than the PurchaserPurchasers and not more than 2 other Institutional Investors, each of which has been offered the Initial Series A Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Series A Notes to the registration requirements of section Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.. Tortoise Power and Energy Infrastructure Fund, Inc. Master Note Purchase Agreement

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any similar securities Securities for sale to, or solicited any offer to buy the Initial Notes or any similar securities Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than not more than nine (9) offerees (including the PurchaserPurchasers), each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.. The York Water Company Note Purchase Agreement

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any similar securities Securities for sale to, or solicited any offer to buy the Initial Notes or any similar securities Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers and not more than thirty (30) other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any substantially similar securities debt Securities for sale to, or solicited any offer to buy the Initial Notes or any substantially similar securities debt Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserAdditional Purchasers and not more than one Institutional Investor, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial 2009 Notes or any similar securities for sale to, or solicited any offer to buy any of the Initial Notes or any similar securities same from, or otherwise approached or negotiated in respect thereof with, any person Person other than you, the PurchaserOther Purchasers and not more than twenty-seven (27) other Institutional Investors, each of which has been offered the Initial 2009 Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial 2009 Notes to the registration requirements of section Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdictionAct.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its the Company’s behalf has offered the Initial Notes Bonds or any similar securities for sale to, or solicited any offer to buy any of the Initial Notes or any similar securities same from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers and not more than twenty-six (26) other Institutional Investors, each of which has been offered the Initial Notes at Bonds in connection with a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes Bonds to the registration requirements of section Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdictionAct.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any similar securities Securities for sale to, or solicited any offer to buy the Initial Notes or any similar securities Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers and not more than two (2) other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any similar securities Securities for sale to, or solicited any offer to buy the Initial Notes or any similar securities Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers and not more than forty-two (42) Institutional Investors, including the Purchasers, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction. Section 5.14.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any similar securities for sale to, or solicited any offer to buy any of the Initial Notes or any similar securities same from, or otherwise approached or negotiated in respect thereof with, any person other than you, the PurchaserOther Purchasers and not more than 45 other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes or the Subsidiary Guaranty to the registration requirements of section Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdictionAct.

Private Offering by the Company. Within Neither the last two years, neither the Company Obligors nor anyone acting on its their behalf has offered the Initial Notes or any similar securities for sale to, or solicited any offer to buy any of the Initial Notes or any similar securities same from, or otherwise approached or negotiated in respect thereof with, any person Person other than you, the PurchaserOther Purchasers and not more than 72 other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither any of the Company Obligors nor anyone acting on its their behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdictionAct.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any similar securities Securities for sale to, or solicited any offer to buy the Initial Notes or any similar securities Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers and not more than thirty-four (34) other Institutional Investors, each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its behalf has offered the Initial Notes or any substantially similar securities debt Securities for sale to, or solicited any offer to buy the Initial Notes or any substantially similar securities debt Securities from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserAdditional Purchasers and not more than 15 other Institutional Investors , each of which has been offered the Initial Notes at a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities Securities or blue sky laws of any applicable jurisdiction.

Private Offering by the Company. Within the last two years, neither Neither the Company nor anyone acting on its the Company's behalf has offered the Initial Notes or any similar securities for sale to, or solicited any offer to buy any of the Initial Notes or any similar securities same from, or otherwise approached or negotiated in respect thereof with, any person Person other than the PurchaserPurchasers and not more than forty-two other Institutional Investors, each of which has been offered the Initial Notes at in connection with a private sale for investment. Neither the Company nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Initial Notes to the registration requirements of section Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdictionAct.