Common use of Securities Transfer Matters Clause in Contracts

Securities Transfer Matters. (a) Purchaser is aware that the Seller may rely on the exemption from the provisions of section 5 of the Securities Act of 1933 (the “Securities Act”) provided by Rule 144A under the Securities Act (the “Rule”) and that, as a consequence, the Purchased Shares may be deemed to be “restricted securities” within the meaning of Rule 144(a)(3) under the Act and that Purchaser may resell the Purchased Shares only to the persons and under the circumstances permitted by applicable securities laws. Purchaser is a “qualified institutional buyer” as that term is defined in subsection (a)(1)(i)(A) of the Rule. (b) Purchaser is purchasing the Purchased Shares for its own account for investment purposes, and not with a view to, or for offer or sale in connection with, any distribution thereof whether in violation of the Securities Act or otherwise. (c) In purchasing the Purchased Shares, Purchaser has relied solely and exclusively upon its own independent investigation and the representations and warranties expressly made by Seller in this Agreement, and has conducted such due diligence concerning the Issuer and its business, affairs, financial condition and prospects as the Purchaser has deemed necessary or desirable, and, except for the representations and warranties expressly made by Seller in this Agreement, the Purchaser has not relied upon any representations, whether written or oral, made by or on behalf of Seller.

Securities Transfer Matters. (a) Purchaser is aware that the Seller may rely on the exemption from the provisions of section 5 of the Securities Act of 1933 (the “"Securities Act”") provided by Rule 144A under the Securities Act (the “"Rule”") and that, as a consequence, the Purchased Shares may be deemed to be “"restricted securities” " within the meaning of Rule 144(a)(3) under the Act and that Purchaser may resell the Purchased Shares only to the persons and under the circumstances permitted by applicable securities laws. Purchaser is a “"qualified institutional buyer” " as that term is defined in subsection (a)(1)(i)(A) of the Rule. (b) Purchaser is purchasing the Purchased Shares for its own account for investment purposes, and not with a view to, or for offer or sale in connection with, any distribution thereof whether in violation of the Securities Act or otherwise. (c) In purchasing the Purchased Shares, Purchaser has relied solely and exclusively upon its own independent investigation and the representations and warranties expressly made by Seller in this Agreement, and has conducted such due diligence concerning the Issuer and its business, affairs, financial condition and prospects as the Purchaser has deemed necessary or desirable, and, except for the representations and warranties expressly made by Seller in this Agreement, the Purchaser has not relied upon any representations, whether written or oral, made by or on behalf of Seller.