Common use of Resale of Shares Clause in Contracts

Resale of Shares. The Initial Purchaser represents and warrants that it is a "qualified institutional buyer" as defined in Rule 144A under the Act ("QIB"). The Initial Purchaser agrees with the Company that (a) it has not and will not, directly or indirectly, solicit offers for, or offer or sell, any of the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; (b) has not and will not, directly or indirectly, engage in any "directed selling efforts" (as defined in Regulation S under the Act); and (c) it has and will solicit offers for the Securities only from, and will offer the Securities only to (i) in the case of offers inside the United States, Persons whom it reasonably believes to be QIBs or, if any such Person is buying for one or more institutional accounts for which such Person is acting as fiduciary or agent, only when such Person has represented to it that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (ii) in the case of offers outside the United States, to Persons other than U.S. Persons ("foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)). The Company acknowledges and agrees that the Initial Purchaser may sell Securities to any Affiliate of an Initial Purchaser and that any such Affiliate may sell Securities purchased by it to an Initial Purchaser.

Resale of Shares. The Initial Purchaser represents and warrants that it is a "qualified institutional buyer" as defined in Rule 144A under the Act ("QIB"). The Initial Purchaser agrees with the Company that (a) it has not and will not, directly or indirectly, solicit offers for, or offer or sell, any of the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; (b) has not and will not, directly or indirectly, engage in any "directed selling efforts" (as defined in Regulation S under the Act); and (c) it has and will solicit offers for the Securities only from, and will offer the Securities only to (iA) in the case of offers inside the United States, (i) Persons whom it the Initial Purchaser reasonably believes to be QIBs or, if any such Person is buying for one or more institutional accounts for which such Person is acting as fiduciary or agent, only when such Person has represented to it the Initial Purchaser that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A or (ii) a limited number of other institutional investors reasonably believed by the Initial Purchaser to be "Accredited Investors" (as defined in Rule 501(a)(1), (2), (3) or (7) of the Act) that, prior to their purchase of any of the Securities, deliver to the Initial Purchaser a letter containing the representations and agreements set forth in Annex A to the Final Memorandum and (iiB) in the case of offers outside the United States, to Persons other than U.S. Persons ("foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)). The Company acknowledges ; provided, however, that, in the case of this clause (B), in purchasing such Securities such Persons are deemed to have represented and agrees that agreed as provided under the Initial Purchaser may sell Securities caption "Notice to any Affiliate of an Initial Purchaser and that any such Affiliate may sell Securities purchased by it to an Initial PurchaserInvestors" contained in the Final Memorandum.

Resale of Shares. The Each Initial Purchaser and the Financial Advisor represents and warrants (as to itself only) that it is a "qualified institutional buyer" as defined in Rule 144A under the Act ("QIB"). The Each Initial Purchaser and the Financial Advisor, severally and not jointly, agrees with the Company and the Guarantors that (a) it has not and will not, directly or indirectly, solicit offers for, or offer or sell, any of the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Act; (b) has not and will not, directly or indirectly, engage in any "directed selling efforts" (as defined in Regulation S under the Act); and (c) it has and (except in the case of the Financial Advisor, which will not solicit offers for the Securities or offer the Securities) will solicit offers for the Securities only from, and will offer the Securities only to (i) in the case of offers inside the United States, Persons whom it reasonably believes to be QIBs or, if any such Person is buying for one or more institutional accounts for which such Person is acting as fiduciary or agent, only when such Person has represented to it that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A and (ii) in the case of offers outside the United States, to Persons other than U.S. Persons ("foreign purchasers," which term shall include dealers or other professional fiduciaries in the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)). The Company acknowledges and agrees that the Initial Purchaser Purchasers may sell Securities to any Affiliate of an Initial Purchaser or of the Financial Advisor and that any such Affiliate may sell Securities purchased by it to an Initial PurchaserPurchaser or the Financial Advisor.

Resale of Shares. The Initial Purchaser represents and warrants that it is a "qualified institutional buyer" (as defined in Rule 144A under the Act ("QIB")). The Initial Purchaser represents and warrants and agrees with the Company that (a) it has not and will not, directly or indirectly, solicit offers for, or offer or sell, any of the Securities Shares by any form of general solicitation or general advertising (as those terms are used in Regulation D under the ActD) or in any manner involving a public offering (within the meaning of Section 4(2) of the Act); (b) it has not and will not, directly or indirectly, engage in any "directed selling efforts" (as defined in within the meaning of Regulation S under the Act)) in the United States in connection with the Shares being offered and sold pursuant to Regulation S under the Act; (c) it has not and will not, directly or indirectly, purchase with a view to or for offer or sale in connection with any distribution that would be in violation of federal or state law; and (cd) it has and will solicit offers for the Securities Shares only from, and will offer the Securities Shares only to (iA) in the case of offers inside the United States, (i) Persons whom it the Initial Purchaser reasonably believes to be QIBs or, if any such Person is buying for one or more institutional accounts for which such Person is acting as fiduciary or agent, only when such Person has represented to it the Initial Purchaser that each such account is a QIB, to whom notice has been given that such sale or delivery is being made in reliance on Rule 144A, and, in each case, in transactions under Rule 144A or (ii) a limited number of other institutional investors reasonably believed by the Initial Purchaser to be "Accredited Investors" (as defined in Rule 501(a)(1), (2), (3) or (7) of the Act) that, prior to their purchase of the Shares, deliver to the Initial Purchaser and the Company a letter containing the representations and agreements set forth in Annex A to the Final Memorandum and (iiB) in the case of offers outside the United States, to Persons other than U.S. Persons ("foreign purchasers," which term shall include dealers or other professional fiduciaries in reliance upon Regulation S, in transactions meeting the United States acting on a discretionary basis for foreign beneficial owners (other than an estate or trust)). The Company acknowledges and agrees that the Initial Purchaser may sell Securities to any Affiliate requirements of an Initial Purchaser and that any such Affiliate may sell Securities purchased by it to an Initial Purchaser.Regulation S.