Purchaser Notification Sample Clauses

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. Until the Closing, the Purchaser will give notice to the Seller upon becoming aware of any representation or warranty of the Seller or the Shareholders contained in this Agreement that, to the Purchaser’s Knowledge, is untrue or inaccurate, in each case at the time this Agreement is executed and until the Closing. In the event that the Purchaser fails to notify the Seller of its Knowledge of any such breach of representation or warranty in accordance with this Section 5.6, the Purchaser shall be deemed to have waived its right to be indemnified pursuant to Section 9.1(a) hereof with respect to such breach by the Seller and the Shareholders. The Purchaser’s Knowledge of any such breach will not affect Purchaser’s rights pursuant to Article 7 hereof.

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. If section 14-250 requires the recipient of the Supply of the Property under this Contract to pay to the Commissioner an amount (Withholding Sum), the Purchaser must: 10.3.1 complete and lodge such online notification forms as the Commissioner may require to enable payment of the Withholding Sum to the Commissioner, including: 10.3.1.1 lodgement of Purchaser Notification Form 1 as soon as reasonably practicable after the day of sale but no later than two Business Days prior to Settlement; and 10.3.1.2 lodgement of Purchaser Notification Form 2 as soon as reasonably practicable on or after Settlement but no later than two Business Days after Settlement; and 10.3.2 in relation to each online notification form referred to in special condition 10.3.1, within two Business Days of lodgement of such form, notify the Vendor, or the Vendor’s representative, in writing that the form has been lodged, the date it was lodged, the PRN and LRN issued by the ATO (if any) and include a copy of the lodged form (if possible).