Dit prospectus is gemaakt voor de uitgifte van dit product en ... - Iex

TRANSFER RESTRICTIONSRule 144A NotesEach purchaser of Registered Notes within the United States pursuant to Rule 144A, by accepting delivery ofthis Offering Circular, will be deemed to have represented, agreed and acknowledged that:(1) It is (a) a qualified institutional buyer within the meaning of Rule 144A (a “QIB”), (b) acquiring suchNotes for its own account or for the account of a QIB and (c) aware, and each beneficial owner of suchNotes has been advised, that the sale of such Notes to it is being made in reliance on Rule 144A.(2) It understands that such Notes have not been and will not be registered under the Securities Act andmay not be offered, sold, pledged or otherwise transferred except (a) in accordance with Rule 144A toa person that it and any person acting on its behalf reasonably believe is a QIB purchasing for its ownaccount or for the account of a QIB, (b) in an offshore transaction in accordance with Rule 903 or Rule904 of Regulation S or (c) pursuant to an exemption from registration under the Securities Actprovided by Rule 144 thereunder (if available), in each case in accordance with any applicablesecurities laws of any State of the United States.(3) It will, and will require each subsequent holder to, notify any purchaser of the Notes from it of theresale restrictions referred to in paragraph (2) above, if then applicable.(4) It understands that such Notes, unless otherwise determined by the Issuer in accordance withapplicable law, will bear a legend to the following effect:THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR WITH ANY SECURITIESREGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITEDSTATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERREDEXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT (“RULE144A”) TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALFREASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THEMEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNTOF A QUALIFIED INSTITUTIONAL BUYER, (2) IN AN OFFSHORE TRANSACTION INACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THESECURITIES ACT OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDERTHE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACHCASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OFTHE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITYOF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FORRESALES OF THIS NOTE.(5) The Issuer, the Registrar, the Dealers and their affiliates, and others will rely upon the truth andaccuracy of the foregoing acknowledgments, representations and agreements. If it is acquiring anyNotes for the account of one or more QIBs, it represents that it has sole investment discretion withrespect to each such account and that it has full power to make the foregoing acknowledgments,representations and agreements on behalf of each such account.(6) It understands that the Notes offered in reliance on Rule 144A will be represented by one or moreGlobal Certificates.342