Common use of Purchase for Investment and Restrictions on Resales Clause in Contracts

Purchase for Investment and Restrictions on Resales. The Purchaser: (a) acknowledges that the Original Notes have not been and will not be registered under the Securities Act or the Applicable Laws of any U.S. state or other jurisdiction relating to securities matters other than on the official list of the Cayman Islands Stock Exchange and may not be offered, sold, pledged or otherwise transferred except as set forth in the Indenture and the legend regarding transfers on its Original Notes; (b) agrees that, if it should resell or otherwise transfer the Original Notes, in whole or in part, it will do so only pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act and any other Applicable Laws relating to securities matters, including the Investment Company Act, the respective rules and regulations promulgated under any of the foregoing, the provisions of this Note Purchase Agreement and any transfer restrictions set forth in the Indenture, and only to a Person that it reasonably believes, at the time any buy order for such Original Notes is originated, is (i) Theravance Biopharma R&D, the Issuer or any of their respective subsidiaries or (ii) a Qualified Purchaser that is not a Restricted Party that (x) is a QIB that purchases for its own account or for the account of a QIB, to which notice is given that the transfer is being made in reliance on Rule 144A or (y) is a Non-U.S. Person outside the United States in an offshore transaction in compliance with Rule 903 or 904 of Regulation S (if available); (c) agrees that it will give to each Person to which it transfers the Original Notes, in whole or in part, notice of the restrictions on transfer of the Original Notes; (d) agrees that it will cause any Person to which it intends to transfer (or any prospective purchaser of) the Original Notes to execute and deliver to the Issuer a confidentiality agreement in the form attached as Exhibit B to the Indenture and agrees not to make available or disclose any Information (as defined in Exhibit B to the Indenture) to such Person until such confidentiality agreement is so executed and delivered and the parties hereto acknowledge and agree that after such Person executes and delivers such confidentiality agreement, the Purchaser and its Affiliates shall not be liable in respect of the actions or omissions to act of such Person with respect to such information if such Person is not an Affiliate of the Purchaser, and the Purchaser otherwise agrees to comply with the procedures relating to the execution and delivery of such confidentiality agreement set forth in the Indenture; (e) acknowledges the restrictions and requirements applicable to transfers of the Original Notes contained in the Indenture and agrees that it will only offer or sell the Original Notes in accordance with the Indenture and only to Permitted Holders; and (f) represents that it is purchasing the Original Notes for investment purposes and not with a view to resale or distribution thereof in contravention of the requirements of the Securities Act; provided, however, that the Purchaser reserves the right to sell the Original Notes at any time in accordance with Applicable Laws, the restrictions and requirements contained in the Indenture applicable to transfers of the Original Notes, the legend on the Original Notes regarding transfers and the Purchaser’s investment objectives.

Purchase for Investment and Restrictions on Resales. The Each Purchaser: (a) acknowledges that the Original Notes have not been and the Notes will not be registered under the Securities Act or the Applicable Laws Law of any U.S. applicable state or other jurisdiction relating to securities matters other than on the official list of the Cayman Islands Stock Exchange and may not be offered, sold, pledged or otherwise transferred except as set forth herein and in the Indenture and legend set forth on the legend Notes regarding transfers on its Original Notestransfers; (b) agrees that, if it should resell or otherwise transfer the Original Notes, in whole or in part, it will do so only pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act and Act, the Applicable Law of any applicable state or other Applicable Laws jurisdiction relating to securities matters, including the Investment Company Act, matters and the respective rules and regulations promulgated under any of the foregoing, foregoing and consistent with the provisions of this Note Purchase Agreement and any transfer restrictions set forth in the IndentureAgreement, and only to (i) the Issuer or a Guarantor, (ii) a Person that it the Purchaser reasonably believes, at the time any buy order for such Original Notes is originated, is (i) Theravance Biopharma R&D, the Issuer or any of their respective subsidiaries or (ii) a Qualified Purchaser that is not a Restricted Party that (x) is a QIB or an Institutional Accredited Investor that purchases for its own account or for the account of a QIBQIB or an Institutional Accredited Investor, to which notice is given that the transfer is being made in reliance on Rule 144A an exemption from registration under the Securities Act, or (yiii) is such other Person consented to by the Issuer in the Issuer’s discretion, which consent shall not be unreasonably withheld, conditioned or delayed; provided that with respect to this clause (iii), the Issuer may require a Non-U.S. Person outside written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the United States in an offshore Issuer, addressed to the Issuer, to the effect that the proposed transaction in compliance with Rule 903 or 904 of Regulation S (if available)may be effected without registration under the Securities Act; (c) agrees that it will give to each Person to which it transfers the Original Notes, in whole or in part, notice of the restrictions on transfer of the Original Notes; (d) agrees that it will cause any Person to which it intends to transfer (or any prospective purchaser of) the Original Notes to execute and deliver to the Issuer a confidentiality agreement in the form attached as Exhibit B to the Indenture and agrees not to make available or disclose any Information (as defined in Exhibit B to the Indenture) to such Person until such confidentiality agreement is so executed and delivered and the parties hereto acknowledge and agree that after such Person executes and delivers such confidentiality agreement, the Purchaser and its Affiliates shall not be liable in respect of the actions or omissions to act of such Person with respect to such information if such Person is not an Affiliate of the Purchaser, and the Purchaser otherwise agrees to comply with the procedures relating to the execution and delivery of such confidentiality agreement set forth in the Indenture; (e) acknowledges the restrictions and requirements applicable to transfers of the Original Notes contained herein and in the Indenture legend set forth on the Notes regarding transfers and agrees that it will only offer offer, sell or sell otherwise transfer the Original Notes in accordance with the Indenture such restrictions and only to Permitted Holdersrequirements; and (fe) represents that it is purchasing the Original Notes for investment purposes and not with a view to resale or distribution thereof in contravention of the requirements of the Securities Act; provided, however, that the Purchaser reserves the right to sell the Original Notes at any time in accordance with Applicable Laws, the restrictions and requirements contained in the Indenture applicable to transfers of the Original Notes, the legend on the Original Notes regarding transfers and the Purchaser’s investment objectives.

Purchase for Investment and Restrictions on Resales. The Purchaser: (a) acknowledges that the Original Notes have not been and will not be registered under the Securities Act or the Applicable Laws of any U.S. state or other jurisdiction relating to securities matters other than on the official list of the Cayman Islands Stock Exchange and may not be offered, sold, pledged or otherwise transferred except as set forth in the Memorandum, the Indenture and the legend regarding transfers on its Original Notes; (b) agrees that, if it should resell or otherwise transfer the Original Notes, in whole or in part, it will do so only pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act and any other Applicable Laws relating to securities matters, including the Investment Company Act, the respective rules and regulations promulgated under any of the foregoing, foregoing and the provisions of this Note Purchase Agreement and any transfer restrictions set forth in the IndentureAgreement, and only to a Person that whom it reasonably believes, at the time any buy order for such Original Notes is originated, is (i) Theravance Biopharma R&DTheravance, the Issuer or any of their respective subsidiaries or (ii) a Qualified Purchaser that who is not a Restricted Party that (x) is a QIB that purchases for its own account or for the account of a QIB, to which whom notice is given that the transfer is being made in reliance on Rule 144A or (y) is a Non-U.S. Person outside the United States in an offshore transaction in compliance with Rule 903 or 904 of Regulation S (if available); (c) agrees that it will give to each Person to which whom it transfers the Original Notes, in whole or in part, notice of the restrictions on transfer of the Original Notes; (d) agrees that it will cause any Person to which whom it intends to transfer (or any prospective purchaser of) the Original Notes to execute and deliver to the Issuer a confidentiality agreement in the form attached as Exhibit B to the Indenture or in the form of the confidentiality agreement referenced in Schedule 1 and agrees not to make available or disclose any Information (as defined in Exhibit B to the Indenture) to such Person until such confidentiality agreement is so executed and delivered (and the parties hereto acknowledge and agree that after such Person executes and delivers such confidentiality agreement, agreement the Purchaser and its Affiliates (other than such Person if such Person is an Affiliate of the Purchaser) shall not be liable in respect of the actions or omissions to act of such Person with respect to such information if such Person is not an Affiliate of the Purchaserinformation), and the Purchaser otherwise agrees to comply with the procedures relating to the execution and delivery of such confidentiality agreement set forth in the Indenture; (e) acknowledges the restrictions and requirements applicable to transfers of the Original Notes described under the heading “Transfer Restrictions” in the Memorandum and contained in the Indenture and agrees that it will only offer or sell the Original Notes in accordance with such section and the Indenture and only to Permitted Holders; and (f) represents that it is purchasing the Original Notes for investment purposes and not with a view to resale or distribution thereof in contravention of the requirements of the Securities Act; provided, however, that the Purchaser reserves the right to sell the Original Notes at any time in accordance with Applicable Laws, the restrictions and requirements contained in the Indenture applicable to transfers of the Original Notes, the legend on the Original Notes regarding transfers and the Purchaser’s investment objectives.

Purchase for Investment and Restrictions on Resales. The Purchaser:Purchaser (on behalf of itself or any Affiliate thereof purchasing the Royalty Rights): (a) acknowledges that (i) none of the Original Notes Notes, the Royalty Rights or the Guarantees have not been and or will not be registered under the Securities Act or the Applicable Laws of any U.S. state or other jurisdiction relating to securities matters other than on and (ii) neither the official list of Notes nor the Cayman Islands Stock Exchange and Royalty Rights may not be offered, sold, pledged or otherwise transferred except as set forth in the Indenture Transaction Documents and the legend regarding transfers on its Original the Notes; (b) agrees that, if it should resell or otherwise transfer the Original Notes, in whole or in part, it will do so only pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act and Act, the Laws of any applicable state or other Applicable Laws jurisdiction relating to securities matters, including matters and in accordance with the Investment Company Act, the respective rules restrictions and regulations promulgated under any requirements of the foregoing, the provisions of this Note Purchase Agreement the Transaction Documents and any transfer restrictions set forth in the Indenture, legend regarding transfers on the Notes and only to a Person that whom it reasonably believes, at the time any buy order for such Original Notes is originated, is (i) Theravance Biopharma R&D, the Issuer or any a Subsidiary of their respective subsidiaries or the Issuer, (ii) a Qualified Purchaser that is not a Restricted Party that (x) is for so long as such Notes are eligible for resale pursuant to Rule 144A, a QIB that purchases for its own account or for the account of a QIB, to which whom notice is given that the transfer is being made in reliance on Rule 144A or 144A, (yiii) is a Non-U.S. Person outside the United States in an offshore transaction in compliance with Rule 903 or 904 of Regulation S (if available)) or (iv) an Accredited Investor that is purchasing such Notes for its own account or for the account of such an Accredited Investor for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, in each case unless consented to by the Issuer in writing; (c) agrees that it will give to each Person to which it transfers the Original Notes, in whole or in part, notice of the restrictions on transfer of the Original Notes; (d) agrees that it will cause any Person to which it intends to transfer (or any prospective purchaser of) the Original Notes to execute and deliver to the Issuer a confidentiality agreement in the form attached as Exhibit B to the Indenture and agrees not to make available or disclose any Information (as defined in the form of confidentiality agreement attached as Exhibit B E to the Indenture) to such any Person to whom the Purchaser intends to transfer (or any prospective purchaser of) the Notes or the Royalty Rights until such confidentiality agreement is so executed intended transferee executes and delivered delivers a Confidentiality Agreement (and the parties hereto acknowledge and agree that after such Person executes and delivers such confidentiality agreement, the Purchaser and its Affiliates shall not be liable in respect of the actions or omissions to act of any Person to whom the Purchaser intends to transfer (or any prospective purchaser of) the Notes or the Royalty Rights that is provided after such Person with respect to executes and delivers such information if such Person is not an Affiliate of the Purchaser, and the Purchaser otherwise agrees to comply with the procedures relating to the execution and delivery of such confidentiality agreement set forth in the IndentureConfidentiality Agreement); (ed) acknowledges the restrictions and requirements contained in the Transaction Documents applicable to transfers of the Original Notes contained in and Royalty Rights and the Indenture legend regarding transfers on the Notes and agrees that it will only offer or sell the Original Notes and the Royalty Rights in accordance with the Indenture such restrictions and only to Permitted Holders; andrequirements; (fe) represents that it is purchasing the Original Notes for investment purposes and not with a view to resale or distribution thereof in contravention of the requirements of the Securities Act; provided, however, that the Purchaser reserves the right to sell the Original Notes at any time in accordance with Applicable applicable Laws, the restrictions and requirements contained in the Indenture Transaction Documents applicable to transfers transfer of the Original Notes, the legend on regarding transfer of the Original Notes regarding transfers and its investment objectives; (f) represents that it has a substantive, pre-existing relationship with the Issuer; (g) represents that it became aware of the Issuer’s offering of Notes, and the Purchaser’s investment objectivesNotes were offered to it, solely by direct contact between the Purchaser and the Issuer (or the Placement Agent), and not by any other means, and the Purchaser is unaware of, and is in no way relying on, any form of general solicitation or general advertising, including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or electronic mail over the Internet, in connection with the offering of the Notes and is not agreeing to purchase the Notes and did not become aware of the offering of the Notes through or as a result of any seminar or meeting to which the Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to the Purchaser in connection with investments in securities generally; and (h) represents, as of the date hereof and the Closing Date, that it is not an Affiliate (as such term is defined in the Indenture as of the date hereof) of the Issuer.