Common use of Subsequent Purchaser Notification Clause in Contracts

Subsequent Purchaser Notification. Each 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 such Initial Purchaser or affiliate, as the case may be, in the United States 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 prior to (x) the date which is two years (or such shorter period of time as permitted by Rule 144(k) under the 1933 Act or any successor provision thereunder) after the later of the date of original issue of the Securities and (y) such later date, if any, as may be required under applicable laws except (1) to the Company or any of its subsidiaries, (2) inside the United States in accordance with (x) 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 (y) pursuant to another available exemption from registration under the 1933 Act, or (3) pursuant to an effective registration statement.

Subsequent Purchaser Notification. Each Initial The Purchaser will take reasonable steps to inform, and cause each of its U.S. Affiliates to take reasonable steps to inform, persons acquiring Preference Securities from such Initial the Purchaser or affiliate, as the case may be, in the United States that the Preference 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 prior to (x) the date which is two years (or such shorter period of time as permitted by Rule 144(k) under the 1933 Act or any successor provision thereunder) after the later of the date of original issue of the Preference Securities and (y) such later date, if any, as may be required under applicable laws except (1) to the Company or any of its subsidiaries, (2) inside the United States in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a Qualified Institutional Buyer that is purchasing such Preference 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 (y) pursuant to another available exemption from registration under the 1933 Act, or (3) pursuant to an effective registration statement.

Subsequent Purchaser Notification. Each 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 such Initial Purchaser or affiliate, as the case may be, in the United States 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 prior to (x) the date which is two years (or such shorter period of time as permitted by Rule 144(k) under the 1933 Act or any successor provision thereunder) after the later of the date of original issue of the Securities and (y) such later date, if any, as may be required under applicable laws except (1) to the Company or any of its subsidiariesCompany, (2) inside outside the United States in accordance with Rule 904 of Regulation S, or (3) inside the United States (x) in accordance with 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 144A, (y) pursuant to another available an effective registration statement under the 1933 Act or (z) in accordance with the exemption from registration under the 1933 ActAct provided by Rule 144, or (3) pursuant to an effective registration statementif available.

Subsequent Purchaser Notification. Each The Initial Purchaser will take reasonable steps to inform, and cause each of its U.S. Affiliates to take reasonable steps to inform, inform persons acquiring Securities Notes from such the Initial Purchaser or affiliate, as the case may be, in the United States that the Securities Notes (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 prior to the earlier of (x) the date which is two years (or when such shorter period of time as permitted by Notes can be sold pursuant to Rule 144(k) 144 under the 1933 Act or without any successor provision thereunderlimitations under clauses (c), (e), (f) and (h) of Rule 144 and (y) the date which is three years after the later of the original issuance date of original issue thereof and the last date on which the Company or any "affiliate" of the Securities and Company was the owner of such Notes (y) such later dateor any predecessor Notes), if any, as may be required under applicable laws except (1) to the Company or any of its subsidiariesCompany, (2) inside pursuant to a registration statement which has been declared effective under the United States in accordance with 1933 Act, (x3) as long as the Notes are eligible for resale pursuant to Rule 144A 144A, to a person whom the seller reasonably believes is a Qualified Institutional Buyer that is purchasing such Securities Notes 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 (y4) pursuant to another any other available exemption from the registration under requirements of the 1933 Act, or (3) pursuant to an effective registration statement.

Subsequent Purchaser Notification. Each Initial Purchaser will take reasonable steps to inform, and cause each of its U.S. Affiliates to take reasonable steps to inform, inform persons acquiring Securities from such Initial Purchaser or affiliate, as the case may be, in the United States 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 prior to the earlier of (x) the date when such Securities can be sold pursuant to Rule 144 under the 1933 Act without any limitations under clauses (c), (e), (f) and (h) of Rule 144 and (y) the date which is two years (or such shorter period of time as permitted by Rule 144(k) under the 1933 Act or any successor provision thereunder) after the later of the original issuance date of original issue thereof and the last date on which the Company or any "affiliate" of the Company was the owner of such Securities and (y) such later dateor any predecessor Securities), if any, as may be required under applicable laws except (1) to the Company or any of its subsidiariessubsidiary thereof, (2) inside to the United States in accordance with Initial Purchasers, (x3) pursuant to a registration statement which has been declared effective under the 1933 Act, (4) as long as the Securities are eligible for resale pursuant to 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 (y5) pursuant to another any other available exemption from the registration under requirements of the 1933 Act, or (3) pursuant to an effective registration statement.

Subsequent Purchaser Notification. Each Initial Purchaser --------------------------------- will take reasonable steps to inform, and cause each of its U.S. Affiliates to take reasonable steps to inform, persons acquiring Designated Securities from such Initial Purchaser or affiliate, as the case may be, in the United States that the Designated 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 prior to (x) the date which is two years (or such shorter period of time as permitted by Rule 144(k) under the 1933 Act or any successor provision thereunder) after the later of the date of original issue of the Securities and (y) such later date, if any, as may be required under applicable laws except (1) to the Company or any of its subsidiariesCompany, (2) outside the United States in accordance with Regulation S, or (3) inside the United States in accordance with (x) 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 (y) pursuant to another available an exemption from registration under the 1933 ActAct (including the exemption provided by Rule 144), or (3) pursuant to an effective registration statementif available.

Subsequent Purchaser Notification. Each Initial Purchaser will take reasonable steps to inform, and cause each of its U.S. Affiliates affiliates to take reasonable steps to inform, persons acquiring Securities from such Initial Purchaser or affiliate, as the case may be, in the United States (the "SUBSEQUENT PURCHASERS") 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, be and (C) may not be offered, sold or otherwise transferred prior to (x) the date which is two years (or such shorter period of time as permitted by Rule 144(k) under the 1933 Act or any successor provision thereunder) after the later of the date of original issue of the Securities and (y) such later date, if any, as may be required under applicable laws except (1) to the Company or any of its subsidiariesIssuer, (2) outside the United States in accordance with Rule 904 of Regulation S or (3) inside the United States in accordance with (x) 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 (y) pursuant to another available exemption from registration under the 1933 Securities Act, or (3) pursuant to an effective registration statement.

Subsequent Purchaser Notification. Each Initial Purchaser will take reasonable steps to inform, and cause each of its U.S. Affiliates to take reasonable steps to inform, persons Subsequent Purchasers acquiring Securities from such Initial Purchaser or affiliate, as the case may be, in the United States that the Securities (Aa) have not been and will not be registered under the 1933 Act, (Bb) 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 (Cc) may not be offered, sold or otherwise transferred prior to (x) the date which is two years (or such shorter period of time as permitted by Rule 144(k) under the 1933 Act or any successor provision thereunder) after the later of the date of original issue of the Securities and (y) such later date, if any, as may be required under applicable laws except (1i) to the Company (ii) outside the United States in accordance with Rule 904 of Regulation S, or any of its subsidiaries, (2iii) inside the United States in accordance with (x) 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 (y) pursuant to another available the exemption from registration under the 1933 ActAct provided by Rule 144, or if available (3it being agreed that compliance with clause (vii) pursuant to an effective registration statementbelow satisfies the foregoing requirement).

Subsequent Purchaser Notification. Each 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 Notes from such Initial Purchaser or affiliateAffiliate, as the case may be, in the United States that the Securities Notes (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 prior to (x1) the date which is two years (or such shorter period of time as permitted by Rule 144(k) under the 1933 Securities Act or any successor provision thereunder) after the later of the date of original issue of the Securities Notes, and (y2) such later date, if any, as may be required under applicable laws except (1x) to the Company or any of its subsidiariesIssuer, (2y) outside the United States in accordance with Rule 904 of Regulation S, or (z) inside the United States in accordance with (xI) Rule 144A to a person whom the seller and any person acting on behalf of the seller reasonably believes is a Qualified Institutional Buyer that is purchasing such Securities Notes 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 under the Securities Act or (yII) pursuant to another available exemption from registration under the 1933 Act, or Securities Act (3) pursuant it being understood that delivery of the Final Offering Memorandum to an effective registration statementsuch persons shall constitute such reasonable steps).

Subsequent Purchaser Notification. Each Prior to or contemporaneously with the purchase of the Shares, the Initial Purchaser Purchasers will take reasonable steps to inform, and cause each of its U.S. Affiliates to take reasonable steps to inform, persons acquiring Securities Shares from such Initial Purchaser Purchasers or affiliateAffiliate, as the case may be, in the United States that the Securities Shares (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 prior to (x) the date which is two years (or such shorter period of time as permitted by Rule 144(k) under the 1933 Act or any successor provision thereunder) after the later of the date of original issue of the Securities and (y) such later date, if any, as may be required under applicable laws except (1) to the Company or any of its subsidiariesCompany, (2) inside pursuant to an effective registration statement under the United States in accordance with 1933 Act, (x3) so long as such Shares are eligible for resale pursuant to Rule 144A 144A, to a person whom the seller reasonably believes is a Qualified Institutional Buyer that is purchasing such Securities Shares 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, (4) to an Institutional Accredited Investor (as defined in Rule 501(a)(1), (2), (3), or (y7) pursuant to under the 1933 Xxx) xxat is purchasing such Shares for its own account or for the account of another available exemption from registration under Institutional Accredited Investor for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the 1933 Act, or (35) pursuant to an effective any other available exemption from registration statementrequirements of the 1933 Act (including the exemption provided by Rule 144).

Subsequent Purchaser Notification. Each 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 Notes from such the Initial Purchaser or affiliateits Affiliates, as the case may be, in the United States that the Securities Notes (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 prior to (x) the date which is two years (or such shorter period of time as permitted by Rule 144(k) under the 1933 Act or any successor provision thereunder) after the later of the date of original issue of the Securities and (y) such later date, if any, as may be required under applicable laws except (1) to the Company Company, or any of its subsidiaries, (2) inside the United States in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a Qualified Institutional Buyer that is purchasing such Securities Notes 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 (y) pursuant to another available exemption from registration under the 1933 Act; provided that such reasonable steps may include, but shall not be limited to, providing a copy of the Disclosure Package and Final Offering Memorandum, as amended and supplemented at the date of such delivery, to such persons acquiring Notes from the Initial Purchaser or (3) pursuant to an effective registration statementits Affiliates in the United States.

Subsequent Purchaser Notification. Each Initial Purchaser will --------------------------------- take reasonable steps to inform, and cause each of its U.S. Affiliates affiliates to take reasonable steps to inform, persons acquiring Series A Capital Securities from such Initial Purchaser or affiliate, as the case may be, in the United States that the Series A Capital 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 prior to (x) the date which is two years (or such shorter period of time as permitted by Rule 144(k) under the 1933 Act or any successor provision thereunder) after the later of the date of original issue of the Securities and (y) such later date, if any, as may be required under applicable laws except (1) to the Company or any of its subsidiariesCompany, (2) outside the United States in accordance with Regulation S, or (3) inside the United States in accordance with (x) 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 (y) pursuant to another available an exemption from registration under the 1933 ActAct (including the exemption provided by Rule 144), or (3) pursuant to an effective registration statementif available.

Subsequent Purchaser Notification. Each 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 such the Initial Purchaser or such affiliate, as the case may be, in the United States 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 prior to (x) the date which is two three years (or such shorter period of time as permitted by Rule 144(k) under the 1933 Act or any successor provision thereunder) after the later of the date of original issue of the Securities and (y) such later date, if any, as may be required under applicable laws except (1) to the Company or any of its subsidiariesSubsidiaries, (2) inside the United States to qualified institutional buyers (as defined in Rule 144A under the 1933 Act), (3) inside the United States to an Institutional Accredited Investor that, prior to such transfer, furnishes to the Trustee a signed letter containing certain representations and agreements (the form of 22 18 which can be obtained from the Trustee), (4) outside the United States in accordance with Rule 904 of Regulation S, (x5) pursuant to an exemption from registration provided by Rule 144A 144 under the 1933 Act (if available), (6) pursuant 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 an effective registration statement or (y7) pursuant to another available exemption from the registration under requirements of the 1933 Act, or (3) pursuant to an effective registration statement.

Subsequent Purchaser Notification. Each The Initial Purchaser will take reasonable steps to inform, and cause each of its U.S. Affiliates affiliates to take reasonable steps to inform, persons acquiring Securities from such Initial Purchaser or affiliate, as the case may be, in the United States 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 prior to (x) the date which is two years (or such shorter period of time as permitted by Rule 144(k) under the 1933 Act or any successor provision thereunder) after the later of the date of original issue of the Securities and (y) such later date, if any, as may be required under applicable laws except (1) to the Company or any of its subsidiariesCompany, (2) outside the United States in accordance with Regulation S, or (3) inside the United States in accordance with (x) 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, (y) to an Institutional Accredited Investor acquiring such Securities for its own account or as a fiduciary for others (which others must also be Institutional Accredited Investors unless such transferee is a bank acting in its fiduciary capacity) for investment purposes and not for distribution in violation of the 1933 Act or (yz) pursuant to another available exemption from registration under the 1933 Act, or (3) pursuant to an effective registration statement.

Subsequent Purchaser Notification. Each 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 Notes from such Initial Purchaser or affiliateAffiliate, as the case may be, in the United States that the Securities Notes (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 prior to (x1) the date which is two years (or such shorter period of time as permitted by Rule 144(k) under the 1933 Securities Act or any successor provision thereunder) after the later of the date of original issue of the Securities Notes and (y2) such later date, if any, as may be required under applicable laws except (1x) to the Company or any of its subsidiariesIssuer, (2y) outside the United States in accordance with Rule 904 of Regulation S or (z) inside the United States in accordance with (xI) Rule 144A to a person whom the seller and any person acting on behalf of the seller reasonably believes is a Qualified Institutional Buyer that is purchasing such Securities Notes 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 under the Securities Act or (yII) pursuant to another available exemption from registration under the 1933 Act, or Securities Act (3) pursuant it being understood that delivery of the Final Offering Memorandum to an effective registration statementsuch persons shall constitute such reasonable steps).

Subsequent Purchaser Notification. Each Prior to or concurrently with the purchase of the Securities, 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 such Initial Purchaser or affiliateits Affiliates, as the case may be, in the United States that the Securities and the Common Shares issuable upon the conversion thereof (A) have not been and (except with respect to certain registration rights relating to Common Shares, if any, issuable upon conversion of the Securities as set forth in the Registration Rights Agreement) 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 prior to (x) the date which is two years (or such shorter period of time as permitted by Rule 144(k) under the 1933 Act or any successor provision thereunder) after the later of the date of original issue of the Securities and (y) such later date, if any, as may be required under applicable laws except (1) to the Company or any of its subsidiaries, Subsidiaries or (2) inside the United States (x) in accordance with (x) 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 144A, (y) pursuant to another available exemption from registration under the 1933 Act, Securities Act or (3z) pursuant to an effective registration statementstatement under the Securities Act.