Common use of Subsequent Purchaser Notification Clause in Contracts

Subsequent Purchaser Notification. The Placement Agent will take reasonable steps to inform, and will take reasonable steps to cause each financial intermediary, if any, to take reasonable steps to inform, persons acquiring Securities as a result of the efforts of the Placement Agent or any financial intermediary, as the case may be, that the Securities (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, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the Fund, (2) through the remarketing process described in the Offering Memorandum with respect to the Securities (including without limitation sales to a liquidity provider with respect to the Securities), or (3) 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) another available exemption from registration under the Securities Act, in each case subject to the restrictions on transfer outside of a remarketing applicable to the Securities. Delivery of the Offering Memorandum pursuant to Section 6(a)(5) below to a person acquiring Securities, or to its agent, shall satisfy this requirement.

Subsequent Purchaser Notification. The Placement Agent Each Initial Purchaser will take reasonable steps to inform, and will take reasonable steps to cause each financial intermediary, if any, of its U.S. Affiliates to take reasonable steps to inform, persons acquiring Securities as a result of the efforts of the Placement Agent Notes from such Initial Purchaser or any financial intermediaryAffiliate, as the case may be, in the United States that the Securities 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, as the case may be, and (C) may not be offered, sold or otherwise transferred except prior to (1) to the Fund, date which is two years (or such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provision thereunder) after the later of the date of original issue of the Notes and (2) through the remarketing process described in the Offering Memorandum with respect such later date, if any, as may be required under applicable laws except (x) to the Securities Issuer, (including without limitation sales to a liquidity provider y) outside the United States in accordance with respect to the Securities), Rule 904 of Regulation S or (3z) 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 Securities Act, in each case subject to the restrictions on transfer outside of a remarketing applicable to the Securities. Delivery Act (it being understood that delivery of the Final Offering Memorandum pursuant to Section 6(a)(5) below to a person acquiring Securities, or to its agent, such persons shall satisfy this requirementconstitute such reasonable steps).

Subsequent Purchaser Notification. The Placement Agent Each Initial Purchaser will take reasonable steps to inform, and will take reasonable steps to cause each financial intermediary, if any, of its U.S. Affiliates to take reasonable steps to inform, persons acquiring Securities as a result of the efforts of the Placement Agent Notes from such Initial Purchaser or any financial intermediaryAffiliate, as the case may be, in the United States that the Securities 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, as the case may be, and (C) may not be offered, sold or otherwise transferred except prior to (1) to the Funddate which is two years (or such shorter period of time as permitted by Rule 144(k) under the Securities Act or any successor provision thereunder) after the later of the date of original issue of the Notes, and (2) through the remarketing process described in the Offering Memorandum with respect such later date, if any, as may be required under applicable laws except (x) to the Securities Issuer, (including without limitation sales to a liquidity provider y) outside the United States in accordance with respect to the Securities)Rule 904 of Regulation S, or (3z) 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 Securities Act, in each case subject to the restrictions on transfer outside of a remarketing applicable to the Securities. Delivery Act (it being understood that delivery of the Final Offering Memorandum pursuant to Section 6(a)(5) below to a person acquiring Securities, or to its agent, such persons shall satisfy this requirementconstitute such reasonable steps).

Subsequent Purchaser Notification. The Placement Agent Prior to or concurrently with the purchase of the Securities, the Initial Purchaser will take reasonable steps to inform, and will take reasonable steps to cause each financial intermediary, if any, of its U.S. Affiliates to take reasonable steps to inform, persons acquiring Securities as a result of the efforts of the Placement Agent from such Initial Purchaser or any financial intermediaryits Affiliates, as the case may be, 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 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, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the Fund, Company or its Subsidiaries or (2) through the remarketing process described in the Offering Memorandum with respect to the Securities (including without limitation sales to a liquidity provider with respect to the Securities), or (3x) in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a Qualified Institutional Buyer and Qualified Purchaser that is purchasing such Securities for its own account or for the account of a Qualified Institutional Buyer and Qualified Purchaser 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 Act, in each case subject to the restrictions on transfer outside of a remarketing applicable to the Securities. Delivery of the Offering Memorandum Act or (z) pursuant to Section 6(a)(5) below to a person acquiring Securities, or to its agent, shall satisfy this requirementan effective registration statement under the Securities Act.

Subsequent Purchaser Notification. The Placement Agent Prior to or concurrently with the purchase of the Securities, the Initial Purchaser will take reasonable steps to inform, and will take reasonable steps to cause each financial intermediary, if any, of its U.S. Affiliates to take reasonable steps to inform, persons acquiring Securities as a result of the efforts of the Placement Agent from such Initial Purchaser or any financial intermediaryits Affiliates, as the case may be, 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 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, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the Fund, Company or its Subsidiaries or (2) through the remarketing process described in the Offering Memorandum with respect to the Securities (including without limitation sales to a liquidity provider with respect to the Securities), or (3x) 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 Securities Act, in each case subject to the restrictions on transfer outside of a remarketing applicable to the Securities. Delivery of the Offering Memorandum Act or (z) pursuant to Section 6(a)(5) below to a person acquiring Securities, or to its agent, shall satisfy this requirementan effective registration statement under the Securities Act.