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This excerpt taken from the GIS 8-K filed Apr 10, 2007. Section
6. Representations, Warranties and
Agreements of Initial Purchaser. The Initial Purchaser represents and warrants
that it is a “qualified institutional buyer”, as defined in Rule 144A (a
“QIB”). The Initial Purchaser agrees with
the Company that:
(a) The Notes and the Conversion Shares have not been and will not be registered under the Securities Act in connection with the initial offering of the Notes. (b) The Initial Purchaser is purchasing the Notes pursuant to a private sale exemption from registration under the Securities Act. (c) The Notes have not been and will not be offered or sold by the Initial Purchaser or its affiliates acting on its behalf except in accordance with Rule 144A. (d) The Initial Purchaser will not offer or sell the Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (e) The Initial Purchaser has not offered or sold, and will not offer or sell, any Notes except to persons whom it reasonably believes to be QIBs. |
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