Common use of Subsequent Offers and Resales of the Securities Clause in Contracts

Subsequent Offers and Resales of the Securities. (a) The Initial Purchaser and the Company, as applicable, hereby establishes, represents and warrants and agrees to observe the following procedures in connection with the offer and sale of the Securities: (i) Offers and sales of the Securities shall only be made to persons whom the offeror or seller reasonably believes to be qualified institutional buyers, as defined in Rule 144A under the 1933 Act (“Qualified Institutional Buyers”). (ii) No general solicitation or general advertising (within the meaning of Rule 502(c) under the 1933 Act or any manner involving a public offering within the meaning of Section 4(2) of the 0000 Xxx) has been or will be used in the United States in connection with the offering or sale of the Securities. (iii) Prior to or contemporaneously with the purchase of any Securities, the applicable Initial Purchaser will inform, and cause each of its U.S. Affiliates to inform, persons acquiring Securities from the Initial Purchaser or U.S. Affiliate, as the case may be, that the Securities (A) have not been and will not be registered under the 1933 Act, (B) are being sold to them without registration under the 1933 Act in reliance on Rule 144A or in accordance with another exemption from registration under the 1933 Act, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the Company or any of its subsidiaries, (2) as long as the Securities are eligible for resale pursuant to Rule 144A, to a person whom the seller reasonably believes is a Qualified Institutional Buyer that is purchasing such Securities for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (3) pursuant to any other available exemption from the registration requirements of the 1933 Act. (iv) The notice to investors and the other provisions set forth in the Offering Memorandum under the heading “Notice to Investors”, including the legend required thereby, shall apply to the Securities, except as otherwise agreed by the Company and the Initial Purchaser. Following the sale of the Securities by the Initial Purchaser to Subsequent Purchasers pursuant to the terms hereof, the Initial Purchaser shall not be liable or responsible to the Company for any losses, damages or liabilities suffered or incurred by the Company, including any losses, damages or liabilities under the 1933 Act, arising from or relating to any resale, transfer or exchange of any Note by any Subsequent Purchaser.

Subsequent Offers and Resales of the Securities. (a) The Initial Purchaser and the Company, as applicable, hereby establishes, represents and warrants and agrees to observe the following procedures in connection with the offer and sale of the Securities: (i) Offers and sales of the Securities shall only be made to persons whom the offeror or seller reasonably believes to be qualified institutional buyers, as defined in Rule 144A under the 1933 Act (“Qualified Institutional Buyers”) or institutional accredited investors under Rule 501(a)(1), (2), (3) or (7) under the 1933 Act. (ii) No Other than those items listed on Schedule III hereto, no general solicitation or general advertising (within the meaning of Rule 502(c) under the 1933 Act or any manner involving a public offering within the meaning of Section 4(24(a)(2) of the 0000 1000 Xxx) has been or will be used in the United States in connection with the offering or sale of the Securities. (iii) Prior to or contemporaneously with the purchase of any Securities, the applicable Initial Purchaser will inform, and cause each of its U.S. Affiliates to inform, inform persons acquiring Securities from the Initial Purchaser or U.S. Affiliate, as the case may be, that the Securities (A) have not been and will not be registered under the 1933 Act, (B) are being sold to them without registration under the 1933 Act in reliance on Rule 144A or in accordance with another exemption from registration under the 1933 Act, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the Company or any of its subsidiaries, (2) as long as the Securities are eligible for resale pursuant to Rule 144A, to a person whom the seller reasonably believes is a Qualified Institutional Buyer that is purchasing such Securities for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A 144A, (3) to an institutional accredited investor (within the meaning of Rule 501(a)(1), (2), (3) or (37) under the 1933 Act that is purchasing for its own account or for the account of another institutional accredited investor or (4) pursuant to any other available exemption from the registration requirements of the 1933 Act. (iv) The notice to investors and the other provisions set forth in the Offering Memorandum under the heading “Notice to Investors”, ,” including the legend required thereby, shall apply to the Securities, except as otherwise agreed by the Company and the Initial Purchaser. Following the sale of the Securities by the Initial Purchaser to Subsequent Purchasers pursuant to the terms hereof, the Initial Purchaser shall not be liable or responsible to the Company for any losses, damages or liabilities suffered or incurred by the Company, including any losses, damages or liabilities under the 1933 Act, arising from or relating to any resale, transfer or exchange of any Note Security by any Subsequent Purchaser.

Subsequent Offers and Resales of the Securities. (a) The Initial Purchaser Purchasers and the Company, as applicable, hereby establishes, represents and warrants and agrees to observe the following procedures in connection with the offer and sale of the Securities: (i) Offers and sales of the Securities shall only be made to persons whom the offeror or seller reasonably believes to be qualified institutional buyers, as defined in Rule 144A under the 1933 Act (“Qualified Institutional Buyers”). (ii) No Other than those items listed on Schedule III hereto, no general solicitation or general advertising (within the meaning of Rule 502(c) under the 1933 Act or any manner involving a public offering within the meaning of Section 4(24(a)(2) of the 0000 1000 Xxx) has been or will be used in the United States in connection with the offering or sale of the Securities. (iii) Prior to or contemporaneously with the purchase of any Securities, the applicable Initial Purchaser Purchasers will inform, and cause each of its U.S. Affiliates to inform, inform persons acquiring Securities from the Initial Purchaser or U.S. Affiliate, as the case may be, Purchasers that the Securities (A) have not been and will not be registered under the 1933 Act, (B) are being sold to them without registration under the 1933 Act in reliance on Rule 144A or in accordance with another exemption from registration under the 1933 Act, as the case may be144A, and (C) may not be offered, sold or otherwise transferred except (1) to the Company or any of its subsidiaries, (2) as long as the Securities are eligible for resale pursuant to Rule 144A, to a person whom the seller reasonably believes is a Qualified Institutional Buyer that is purchasing such Securities for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (3) pursuant to any other available exemption from the registration requirements of the 1933 Act. (iv) The notice to investors and the other provisions set forth in the Offering Memorandum under the heading “Notice to Investors”, ,” including the legend required thereby, shall apply to the Securities, except as otherwise agreed by the Company and the Initial PurchaserPurchasers. Following the sale of the Securities by the Initial Purchaser Purchasers to Subsequent Purchasers pursuant to the terms hereof, the Initial Purchaser Purchasers shall not be liable or responsible to the Company for any losses, damages or liabilities suffered or incurred by the Company, including any losses, damages or liabilities under the 1933 Act, arising from or relating to any resale, transfer or exchange of any Note by any Subsequent Purchaser.

Subsequent Offers and Resales of the Securities. (a) The Initial Purchaser and the Company, as applicable, Company each hereby establishes, represents and warrants and agrees agree with respect to observe the following procedures itself in connection with the offer and sale of the Securities: (i1) Offers and sales of the Securities shall only be made to such persons whom and in such manner as is contemplated by the offeror or seller reasonably believes to be qualified institutional buyers, as defined in Rule 144A under the 1933 Act (“Qualified Institutional Buyers”)Offering Memorandum. (ii2) No general solicitation or general advertising (within the meaning of Rule 502(c) under the 1933 Act or any manner involving a public offering within the meaning of Section 4(2Securities Act) of the 0000 Xxx) has been or will be used in the United States in connection with the offering or sale of the Securities. (3) The transfer restrictions and the other provisions set forth in the Offering Memorandum under the caption “Transfer Restrictions,” including the legend required thereby, shall apply to the Securities except as otherwise agreed by the Company and the Initial Purchaser. (b) The Company covenants with the Initial Purchaser as follows: (1) The Company agrees that it will not, and will cause its Affiliates not to, directly or indirectly, solicit any offer to buy, sell or make any offer or sale of, or otherwise negotiate in respect of, securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the offered Securities by the Company to the Initial Purchaser, (ii) the resale of the offered Securities by the Initial Purchaser to subsequent purchasers or (iii) Prior the resale of the offered Securities by such subsequent purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or contemporaneously with by Rule 144A thereunder or otherwise. (2) Until the purchase expiration of any one year after the original issuance of the offered Securities, the applicable Company will not, and will cause its Affiliates not to, resell any offered Securities which are “restricted securities” (as such term is defined under Rule 144(a)(3) under the Securities Act), whether as beneficial owner or otherwise (except as agent acting as a securities broker on behalf of and for the account of customers in the ordinary course of business in unsolicited broker’s transactions). (3) To the extent that any Securities or Underlying Securities remain outstanding and are “restricted securities” within the meaning of Rule 144 under the Securities Act, during the one year period following the First Closing Date (or, if later, the Second Closing Date) and during the one-year period following the sale of any such Security or Underlying Security, as the case may be, by an Affiliate of the Company (for purposes of this Section 5 only, as such term is defined in Rule 144(a)(1) under the Securities Act), the Company will make available, upon request, to any seller of such Securities or Underlying Securities, as the case may be, the information specified in Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to and in compliance with Section 13 or 15(d) of the Exchange Act. (c) The Initial Purchaser covenants with the Company as follows: (1) The Initial Purchaser represents and warrants to, and agrees with, the Company that it is a Qualified Institutional Buyer within the meaning of Rule 144A under the Securities Act (a “Qualified Institutional Buyer”) and an “accredited investor” within the meaning of Rule 501(a) under the Securities Act (an “Accredited Investor”). (2) The Initial Purchaser represents and warrants to, and agrees with, the Company that it will only sell the Securities to persons whom the Initial Purchaser reasonably believes are Qualified Institutional Buyers. (3) The Initial Purchaser will take reasonable steps to inform, and cause each of its U.S. Affiliates to take reasonable steps to inform, persons acquiring Securities from the Initial Purchaser or U.S. Affiliatesuch affiliate, as the case may be, that the Securities (A) have not been and will not be registered under the 1933 Securities Act, (B) are being sold to them without registration under the 1933 Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the 1933 Securities Act, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the Company or any of its subsidiariesCompany, (2) as long as outside the United States in accordance with Regulation S under the Securities are eligible for resale pursuant to Act and in compliance with the securities laws of such non-United States jurisdiction, or (3) inside the United States in accordance with (x) Rule 144A, 144A to a person whom the seller reasonably believes is a Qualified Institutional Buyer that is purchasing such Securities for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (3y) pursuant to any other another available exemption from registration under the registration requirements of the 1933 Securities Act. (iv) The notice to investors and the other provisions set forth in the Offering Memorandum under the heading “Notice to Investors”, including the legend required thereby, shall apply to the Securities, except as otherwise agreed by the Company and the Initial Purchaser. Following the sale of the Securities by the Initial Purchaser to Subsequent Purchasers pursuant to the terms hereof, the Initial Purchaser shall not be liable or responsible to the Company for any losses, damages or liabilities suffered or incurred by the Company, including any losses, damages or liabilities under the 1933 Act, arising from or relating to any resale, transfer or exchange of any Note by any Subsequent Purchaser.

Subsequent Offers and Resales of the Securities. (a) The Initial Purchaser and the Company, as applicable, hereby establishes, represents and warrants and agrees to observe the following procedures in connection with the offer and sale of the Securities: (i) Offers Offers, including the distribution of any documents listed on Schedule IV, and sales of the Securities shall only be made to persons whom the offeror or seller reasonably believes to be qualified institutional buyers, as defined in Rule 144A under the 1933 Act (“Qualified Institutional Buyers”) or institutional accredited investors under Rule 501(a)(1), (2), (3) or (7) under the 1933 Act. (ii) No Other than those items listed on Schedule III hereto, no general solicitation or general advertising (within the meaning of Rule 502(c) under the 1933 Act or any manner involving a public offering within the meaning of Section 4(24(a)(2) of the 0000 1000 Xxx) has been or will be used in the United States in connection with the offering or sale of the Securities. (iii) Prior to or contemporaneously with the purchase of any Securities, the applicable Initial Purchaser will inform, and cause each of its U.S. Affiliates to inform, inform persons acquiring Securities from the Initial Purchaser or U.S. Affiliate, as the case may be, that the Securities (A) have not been and will not be registered under the 1933 Act, (B) are being sold to them without registration under the 1933 Act in reliance on Rule 144A or in accordance with another exemption from registration under the 1933 Act, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the Company or any of its subsidiaries, (2) as long as the Securities are eligible for resale pursuant to Rule 144A, to a person whom the seller reasonably believes is a Qualified Institutional Buyer that is purchasing such Securities for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A 144A, (3) to an institutional accredited investor (within the meaning of Rule 501(a)(1), (2), (3) or (37) under the 1000 Xxx) that is purchasing for its own account or for the account of another institutional accredited investor or (4) pursuant to any other available exemption from the registration requirements of the 1933 Act. (iv) The notice to investors and the other provisions set forth in the Offering Memorandum under the heading “Notice to Investors”, ,” including the legend required thereby, shall apply to the Securities, except as otherwise agreed by the Company and the Initial Purchaser. Following the sale of the Securities by the Initial Purchaser to Subsequent Purchasers pursuant to the terms hereof, the Initial Purchaser shall not be liable or responsible to the Company for any losses, damages or liabilities suffered or incurred by the Company, including any losses, damages or liabilities under the 1933 Act, arising from or relating to any resale, transfer or exchange of any Note Security by any Subsequent Purchaser.