Common use of Representations and Warranties of the Initial Purchasers Clause in Contracts

Representations and Warranties of the Initial Purchasers. The Initial Purchasers propose to offer the Notes for sale upon the terms and conditions set forth in this Agreement and the Final Memorandum, and each Initial Purchaser hereby represents and warrants to and agrees with the Company that: (a) It will offer and sell the Notes only to persons whom it reasonably believes are “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A in transactions meeting the requirements of Rule 144A and that, in purchasing such Notes, are deemed to have represented and agreed as provided in the Final Memorandum under the caption “Notice to Investors”; (b) It is a QIB within the meaning of Rule 144A; and (c) It has not and will not directly or indirectly, solicit offers in the United States for, or offer or sell, the Notes by any form of general solicitation, general advertising (as such terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

Appears in 2 contracts

Samples: Purchase Agreement (Bankunited Financial Corp), Purchase Agreement (Nci Building Systems Inc)

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Representations and Warranties of the Initial Purchasers. The Initial Purchasers propose to offer the Notes for sale upon the terms and conditions set forth in this Agreement and the Final Memorandum, and each Initial Purchaser hereby represents and warrants to and agrees with the Company that: (a) It will offer and sell the Notes only to persons whom that it reasonably believes are "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A in transactions meeting the requirements of Rule 144A and that, in purchasing such Notes, Notes and are deemed to have represented and agreed as provided in the Final Memorandum under the caption “Notice to Investors”"Transfer restrictions"; (b) It is a QIB within the meaning of Rule 144A; and (c) It has not solicited and will not solicit, directly or indirectly, solicit offers in the United States for, and has not offered or sold and will not offer or sell, the Notes by any form of general solicitation, solicitation or general advertising (as such terms are used in Regulation DD under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

Appears in 1 contract

Samples: Purchase Agreement (Playboy Enterprises Inc)

Representations and Warranties of the Initial Purchasers. The Initial Purchasers propose to offer the Notes Bonds for sale upon the terms and conditions set forth in this Agreement and the Final Memorandum, and each Initial Purchaser hereby represents and warrants to and agrees with the Company that: (a) It will offer and sell the Notes Bonds only to persons whom it reasonably believes are “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A in transactions meeting the requirements of Rule 144A and that, in purchasing such NotesBonds, are deemed to have represented and agreed as provided in the Final Memorandum under the caption “Notice to Investors”; (b) It is a QIB within the meaning of Rule 144A; and (c) It has not and will not directly or indirectly, solicit offers in the United States for, or offer or sell, the Notes Bonds by any form of general solicitation, general advertising (as such terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

Appears in 1 contract

Samples: Purchase Agreement (Midway Games Inc)

Representations and Warranties of the Initial Purchasers. The Initial Purchasers propose to offer the Notes Bonds for sale upon the terms and conditions set forth in this Agreement and the Final Memorandum, and each Initial Purchaser hereby represents and warrants to and agrees with the Company that: (a) It will offer and sell the Notes Bonds only to persons whom it reasonably believes are "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A in transactions meeting the requirements of Rule 144A and that, in purchasing such NotesBonds, are deemed to have represented and agreed as provided in the Final Memorandum under the caption "Notice to Investors"; (b) It is a QIB within the meaning of Rule 144A; and (c) It has not and will not directly or indirectly, solicit offers in the United States for, or offer or sell, the Notes Bonds by any form of general solicitation, general advertising (as such terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

Appears in 1 contract

Samples: Purchase Agreement (Encysive Pharmaceuticals Inc)

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Representations and Warranties of the Initial Purchasers. The Initial Purchasers propose to offer the Notes for sale upon the terms and conditions set forth in this Agreement and the Final MemorandumAgreement, and each Initial Purchaser Purchaser, severally and not jointly, hereby represents and warrants to and agrees with the Company that: (a) It it will offer and sell the Notes only to persons whom it it, or its agents, reasonably believes believe are “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A QIBs in transactions meeting the requirements of Rule 144A and that, in purchasing such Notes, are deemed to have represented and agreed as provided in the Final Memorandum under the caption “Notice to InvestorsTransfer restrictions;; and (b) It it is a QIB within the meaning of Rule 144A; and (c) It within the United States, it has not and will not not, directly or indirectly, solicit offers in the United States for, or offer or sell, the Notes by any form of general solicitation, ” or “general advertising advertising” (as such terms are used in Regulation DD under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act.

Appears in 1 contract

Samples: Purchase Agreement (Diversa Corp)

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