Common use of Securities Act Representations Clause in Contracts

Securities Act Representations. Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into) that: (i) it acknowledges that certain Transactions under the Agreement may involve the purchase or sale of “securities” as defined under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and understands that any such purchase or sale of securities will not be registered under the Securities Act and that any such securities may not be reoffered, resold, pledged or otherwise transferred except (1) pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and (2) in accordance with any applicable securities laws of any state of the United States. (ii) it is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, or an “accredited investor” as defined in Rule 501(a) under the Securities Act; and (iii) unless otherwise expressly provided in a Confirmation for a Transaction, any securities it is required to deliver under this Agreement and any Transaction will not at the time of such delivery constitute “restricted securities” or be subject to restrictions on transfer (including so-called “control securities”) under the Securities Act or otherwise. This representation will be deemed repeated at the time of such delivery.

Securities Act Representations. Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into) that: (ia) it acknowledges that certain Transactions under the Agreement may involve the purchase or sale of “"securities” " as defined under the U.S. Securities Act of 1933, as amended (the “Securities Act”) amended, and understands that any such purchase or sale of securities will not be registered under the Securities Act and that any such securities may not be reoffered, resold, pledged or otherwise transferred except (1) pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and (2) in accordance with any applicable securities laws of any state of the United States.States of America; (iib) it is a “"qualified institutional buyer” " as defined in Rule 144A under the Securities Act, Act or an “"accredited investor” " as defined in Rule 501(a) under the Securities Act; and (iiic) unless otherwise expressly provided in a Confirmation for a Transaction, any securities it is required to deliver under this Agreement and any Transaction will not at the time of such delivery constitute “"restricted securities” " or be subject to restrictions on restriction or transfer (including so-called “"control securities”") under the Securities Act or otherwise. This representation will be deemed repeated at the time of such delivery.