Common use of Subsequent Purchaser Notification Clause in Contracts

Subsequent Purchaser Notification. Such Holder will take reasonable steps to inform, and cause each of its Affiliates and Related Funds that is a U.S. person (as defined in Section 902 of Regulation S under the Securities Act) to take reasonable steps to inform, any person acquiring Notes from such Holder, Affiliate or Related Fund, as the case may be, in the United States that the Notes (A) have not been and will not be registered under the Securities Act, (B) are being sold to them without registration under the Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the Securities Act and (C) may not be offered, sold or otherwise transferred except (1) to the Issuer, (2) outside the United States in accordance with Regulation S and in compliance with applicable local securities laws and regulations, (3) inside the United States in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a qualified institutional buyer, as defined in Rule 144A (“Qualified Institutional Buyer”) that is purchasing such 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 Securities Act.

Subsequent Purchaser Notification. Such Holder Each Initial Purchaser will take reasonable steps to inform, and cause each of its Affiliates and Related Funds that affiliates, as such term is a U.S. person (as defined in Section 902 of Regulation S Rule 501(b) under the Securities Act1933 Act (each, an “Affiliate”) in the United States to take reasonable steps to inform, any person persons acquiring Notes Securities from such Holder, Affiliate Initial Purchaser or Related FundAffiliate, as the case may be, in the United States States, that the Notes Securities (A) have not been and will not be registered under the Securities 1933 Act, (B) are being sold to them without registration under the Securities 1933 Act in reliance on Rule 144A or in accordance with another exemption from registration under the Securities Act 1933 Act, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the IssuerCompany or any subsidiary thereof, (2) pursuant to a registration statement that has been declared effective under the 1933 Act, (3) outside the United States in accordance with Regulation S and in compliance with applicable local securities laws and regulationsunder the 1933 Act, or (34) inside the United States in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a qualified institutional buyer, as defined in Rule 144A (“Qualified Institutional Buyer”) Buyer that is purchasing such Notes 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 Securities 1933 Act.

Subsequent Purchaser Notification. Such Holder will take reasonable steps to inform, and cause each of its Affiliates and Related Funds that is a U.S. person (as defined in Section 902 of Regulation S under the Securities Act) to take reasonable steps to inform, any person acquiring Notes from such Holder, Affiliate or Related Fund, as the case may be, in the United States that the Notes (Aa) have not been and will not be registered under the Securities Act, (Bb) are being sold to them without registration under the Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the Securities Act and (Cc) may not be offered, sold or otherwise transferred except (1) to the Issuer, (2i) outside the United States in accordance with Regulation S and in compliance with applicable local securities laws and regulations, (3ii) inside the United States in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a qualified institutional buyer, as defined in Rule 144A (“Qualified Institutional Buyer”) that is purchasing such 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 (yiii) pursuant to another available exemption from registration under the Securities Act.

Subsequent Purchaser Notification. Such Holder HolderPurchaser will take reasonable steps to inform, and cause each of its Affiliates and Related Funds that is a U.S. person (as defined in Section 902 of Regulation S under the Securities Act) to take reasonable steps to inform, any person acquiring Notes from such HolderHolderPurchaser , Affiliate or Related Fund, as the case may be, in the United States that the Notes (Aa) have not been and will not be registered under the Securities Act, (Bb) are being sold to them without registration under the Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the Securities Act and (Cc) may not be offered, sold or otherwise transferred except (1) to the Issuer, (2i) outside the United States in accordance with Regulation S and in compliance with applicable local securities laws and regulations, (3ii) inside the United States in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a qualified institutional buyer, as defined in Rule 144A (“Qualified Institutional Buyer”) that is purchasing such 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 (yiii) pursuant to another available exemption from registration under the Securities Act.

Subsequent Purchaser Notification. Such Holder Each Initial Purchaser will take reasonable steps to inform, and cause each of its Affiliates and Related Funds that affiliates, as such term is a U.S. person (as defined in Section 902 of Regulation S Rule 501(a) under the Securities Act) 1933 Act (each, an “Affiliate”), in the United States to take reasonable steps to inform, any person persons acquiring Notes Securities from such Holder, Affiliate Initial Purchaser or Related FundAffiliate, as the case may be, in the United States that the Notes Securities (A) have not been and will not be registered under the Securities 1933 Act, (B) are being sold to them without registration under the Securities 1933 Act in reliance on Rule 144A or in accordance with another exemption from registration under the Securities Act 1933 Act, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the IssuerCompany, (2) outside the United States in accordance with Regulation S and in compliance with applicable local securities laws and regulationsunder the 1933 Act, 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, as defined in Rule 144A (“Qualified Institutional Buyer”) Buyer that is purchasing such Notes 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 Securities 1933 Act.

Subsequent Purchaser Notification. Such Holder will take reasonable steps to inform, and cause each of its Affiliates and Related Funds that is a U.S. person (as defined in Section 902 of Regulation S under the Securities Act) to take reasonable steps to inform, inform any person acquiring Notes from such Holder, Affiliate or Related Fund, as the case may be, Holder in the United States that the Notes (Aa) have not been and will not be registered under the Securities Act, (Bb) are being sold to them without registration under the Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the Securities Act and (Cc) may not be offered, sold or otherwise transferred except (1) to the Issuer, (2i) outside the United States in accordance with Regulation S and in compliance with applicable local securities laws and regulations, regulations or (3ii) inside the United States in accordance with (xA) Rule 144A to a person whom the seller reasonably believes is a qualified institutional buyer, as defined in Rule 144A (“Qualified Institutional Buyer”) that is purchasing such 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 (yB) pursuant to another available exemption from registration under the Securities Act.

Subsequent Purchaser Notification. Such Holder Except in respect of Securities sold pursuant to an effective Shelf Registration Statement (as defined in the Registration Rights Agreement), each Selling Noteholder will take reasonable steps to inform, and cause each of its U.S. Affiliates and Related Funds that is a U.S. person (as defined in Section 902 of Regulation S under the Securities Act) to take reasonable steps to inform, any person persons acquiring Notes Securities from such Holder, Affiliate Selling Noteholder or Related Fundaffiliate, as the case may be, in the United States that the Notes Securities (A) have not been and will not be registered under the Securities 1933 Act, (B) are being sold to them without registration under the Securities 1933 Act in reliance on Rule 144A or in accordance with another exemption from registration under the Securities Act 1933 Act, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the IssuerCompany, (2) outside the United States in accordance with Regulation S and in compliance with applicable local securities laws and regulationsS, 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, as defined in Rule 144A (“Qualified Institutional Buyer”) Buyer that is purchasing such Notes 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 Securities 1933 Act or (z) pursuant to an effective registration statement under the 1933 Act.

Subsequent Purchaser Notification. Such Holder will take reasonable steps to inform, and cause each of its Affiliates and Related Funds that is a U.S. person (as defined in Section 902 of Regulation S under the Securities Act) to take reasonable steps to inform, any person acquiring Notes from such Holder, Affiliate or Related Fund, as the case may be, in the United States that the Notes (Aa) have not been and will not be registered under the Securities Act, (Bxxxi) are being sold to them without registration under the Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the Securities Act and (Cxxxii) may not be offered, sold or otherwise transferred except (1) to the Issuer, (2) outside the United States in accordance with Regulation S and in compliance with applicable local securities laws and regulations, (32) inside the United States in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a qualified institutional buyer, as defined in Rule 144A (“Qualified Institutional Buyer”) that is purchasing such 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 (y3) pursuant to another available exemption from registration under the Securities Act.