Common use of Rule 144A Transfers Clause in Contracts

Rule 144A Transfers. If the transfer is being effected in accordance with Rule 144A: (A) the Specified Securities are being transferred to a person that the Owner and any person acting on its behalf reasonably believe is a “qualified institutional buyer” within the meaning of Rule 144A, acquiring for its own account or for the account of a qualified institutional buyer; and (B) the Owner and any person acting on its behalf have taken reasonable steps to ensure that the Transferee is aware that the Owner may be relying on Rule 144A in connection with the transfer; and (C) the transaction is not, and is not part of, a plan or scheme to evade the registration requirements of the Securities Act.

Rule 144A Transfers. If the transfer is being effected in accordance with Rule 144A: (A) the Specified Securities Notes are being transferred to a person that the Owner and any person acting on its behalf reasonably believe is a “qualified institutional buyer” within the meaning of Rule 144A, acquiring for its own account or for the account of a qualified institutional buyer; and (B) the Owner and any person acting on its behalf have taken reasonable steps to ensure that the Transferee is aware that the Owner may be relying on Rule 144A in connection with the transfer; and (C) the transaction is not, and is not part of, a plan or scheme to evade the registration requirements of the Securities Act.