Purchaser Notification. Prior to or contemporaneously with the purchase of the Capital Securities by the Purchaser, the Placement Agent will take reasonable steps to inform the Purchaser that the Capital Securities (A) have not been and will not be registered under the 1933 Act, (B) are being sold to them without registration under the 1933 Act in accordance with an exemption from registration under the 1933 Act and (C) may not be offered, sold or otherwise transferred except in accordance with the legend set forth in the Declaration.
Purchaser Notification. Prior to or contemporaneously with the purchase of the Capital Securities by the Purchaser, the Placement Agent will take reasonable steps to inform the Purchaser that the Capital Securities (A) have not been and will not be registered under the 1933 Act, (B) are being sold to them without registration under the 1933 Act in accordance with an exemption from registration under the 1933 Act and (C) may not be offered, sold or otherwise transferred except (1) to the Company or (2) in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a Qualified Institutional Buyer (as defined in Rule 144A under the Securities Act ("Rule 144A")) that is purchasing such Securities for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A, (y) Regulation S to a non-U.S. person in an offshore transaction or (z) any other available exemption from registration under the 1933 Act (including the exemption provided by Rule 144).
Purchaser Notification. Reasonable steps will be taken by any Purchaser selling the Securities to inform persons acquiring Securities that the Securities (A) have not been and will not be registered under the 1933 Act, (B) are being sold to them without registration under the 1933 Act in reliance on Rule 144A, and (C) may not be offered, sold or otherwise transferred except (1) to the Company, (2) inside the United States in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a Qualified Institutional Buyer that is purchasing such Securities for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (y) pursuant to another available exemption from registration under the 1933 Act, (3) until such time as the Company elects to become a business development company under the 1940 Act, to a Qualified Purchaser and (4) until such time as the Preferred Shares qualify as “publicly offered securities” under the Department of Labor Regulation Section 2510.3-101 (the “Plan Asset Regulations”), the Securities may not be sold or transferred to any transferee that is a benefit plan investor within the meaning of the applicable plan asset regulations, whether or not subject to Title I of ERISA or Section 4975 of the Code.
Purchaser Notification. The Purchasers acknowledge that the Capital Securities (A) have not been and will not be registered under the 1933 Act, (B) are being sold without registration under the 1933 Act in accordance with an exemption from the registration requirements of the 1933 Act and (C) may not be offered, sold or otherwise transferred except in accordance with the legend set forth in Annex E hereto.
Purchaser Notification. Prior to or contemporaneously with the purchase of the Senior Notes by the Purchaser, the Placement Agent will take reasonable steps to inform the Purchaser that the Senior Notes (A) have not been and will not be registered under the 1933 Act, (B) are being sold to them without registration under the 1933 Act in accordance with an exemption from registration under the 1933 Act and (C) may not be offered, sold or otherwise transferred except in accordance with the legend set forth in the Indenture.
Purchaser Notification. Each Placement Agent will take reasonable steps to inform persons acquiring Securities from the Company that the Securities (A) have not been and may not be registered under the 1933 Act, (B) are being sold to them without registration under the 1933 Act in reliance on the exemption from registration pursuant to Section 4(2) of the 1933 Act, and (C) may not be offered, sold or otherwise transferred except (1) to the Company or (2) inside the United States pursuant to an available exemption from registration under the 1933 Act.
Purchaser Notification. The Placement Agent will take reasonable steps to inform, and cause each of its Affiliates to take reasonable steps to inform, persons acquiring the Securities in the United States that the Securities (A) have not been registered under the 1933 Act, (B) are being sold to them without registration under the 1933 Act in accordance with an exemption from registration under the 1933 Act and (C) except in the case that the Securities are registered under the 1933 Act pursuant to the Registration Rights Agreement, may not be offered, sold or otherwise transferred except (1) to the Company, (2) inside the United States in accordance with Rule 144A to a person whom the seller reasonably believes is a Qualified Institutional Buyer that is purchasing such Securities for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (3) an exemption from registration under the 1933 Act (including the exemption provided by Rule 144), if available.
Purchaser Notification. The Purchaser shall inform Q-Med of any material issues raised by the FDA, the TPD or Environmental Protection Agency in the Territory, in each case in connection with non-financial regulatory compliance and shall provide Q-Med with copies of any correspondence related thereto.
Purchaser Notification. Purchaser acknowledges and agrees that the Securities (A) have not been and will not be registered under the 1933 Act, (B) are being sold to them without registration under the 1933 Act in accordance with an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and (C) may not be offered, sold or otherwise transferred except in accordance with the legend set forth in Annex E hereto. Notwithstanding anything contained herein, the Securities may be pledged or hypothecated by any investor in connection with a bona fide loan obtained for the purpose of funding the initial purchase of the Securities from the Company, provided that the Company is advised of such pledge or hypothecation and the lender provides the acknowledgement in the form attached as Annex F. Any such investor agrees to provide copies of any such loan and pledge agreements to the Company upon request. The Company acknowledges that a Purchaser may from time to time pledge or hypothecate of some or all of such Purchaser’s Securities in connection with a bona fide borrowing arrangement. The Company agrees that it shall not be required to approve or consent to any such pledge or hypothecation, and that it shall not require any opinion of counsel as a condition to such pledge or hypothecation, provided that a legal opinion may be required in connection with the subsequent transfer of such Securities or foreclosure upon such pledge. Purchasers agree to advise the Company of any such pledge or hypothecation and to cause the lender to provide the acknowledgement in the form of Annex F. Each Purchaser acknowledges and agrees that the Company shall not be responsible for any pledges relating to, or any hypothecation of, any Securities, or for any agreement, understanding or arrangement between such Purchaser and its pledgee or secured party. Each Purchaser agrees that except as provided in Section 6(b)(v), any Securities subject to a pledge or hypothecation arrangement shall continue to bear the legend set forth in Annex F and to be subject to the restrictions on transfer provided for by this Agreement. The Company acknowledges that a Purchaser may from time to time seek to transfer Securities to an affiliated entity wholly owned, directly or indirectly, by the Purchaser or members of such Purchaser’s immediate family, or as to which the Purchaser or members of such Purchaser’s immediate family are the beneficiaries, for estate planning purposes. The Company a...
Purchaser Notification. The Purchaser shall have notified the Seller that the Purchaser has raised sufficient capital to pay the Upfront Purchase Price and has necessary seed funding as solely determined by Purchaser.
