Exchange Offer Materials Clause Samples
The 'Exchange Offer Materials' clause defines the documents and information provided to parties in connection with an exchange offer, such as prospectuses, letters of transmittal, or instructions for tendering securities. This clause typically outlines what materials must be delivered, the timing of their distribution, and any requirements for their content or accuracy. By specifying these requirements, the clause ensures that all participants receive the necessary information to make informed decisions, thereby promoting transparency and compliance with applicable regulations.
Exchange Offer Materials. (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”), in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-4 (File No. 333- ), including a prospectus, relating to the Exchange Offer and the New Notes (such registration statement, as initially filed, including all documents incorporated therein by reference, the “Original Registration Statement”). Except where the context otherwise requires, as used herein, the term “Registration Statement” refers to the Original Registration Statement, as amended (if applicable), when it becomes effective, including the exhibits thereto and all documents filed as a part thereof or incorporated by reference therein, provided that if the Company files a registration statement with the Commission pursuant to Rule 462(b) under the Securities Act (the “Rule 462(b) Registration Statement”) after the Original Registration Statement, as amended (if applicable), becomes effective, then after any such filing, all references to “Registration Statement” shall be deemed to include the Rule 462(b) Registration Statement. Any preliminary prospectus included in the Original Registration Statement or in any amendment thereto prior to the effectiveness of the Registration Statement (excluding the last amendment thereto prior to effectiveness), or any preliminary prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act, in each case, including all documents incorporated therein by reference, is referred to herein as a “Preliminary Prospectus.” The final prospectus, in the form filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, including all documents incorporated therein by reference, is referred to herein as the “Prospectus.” On the date of commencement of the Exchange Offer (the “Commencement Date”), the Company will prepare and file with the Commission, in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”), a Statement on Schedule TO with respect to the Exchange Offer (the “Schedule TO”) pursuant to Rule 13e-4 under the Exchange Act. Any reference in this Agreement to (i) financial statements and schedules and other information “contained,” “incl...
Exchange Offer Materials. Prior to the commencement of the Exchange Offers, the Company agrees to furnish PaineWebber, at the Company's expense, with as many copies as PaineWebber may reasonably request of (i) each of the documents that is filed with the Securities and Exchange Commission (the "Commission"), including each registration statement, preliminary and final prospectus filed with the Commission (such final prospectus included in such registration statement as amended at the time it becomes effective is herein called the "Prospectus," except that, if the prospectus first filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Commission shall differ from the Prospectus, the term "Prospectus" shall also include the prospectus first filed pursuant to Rule 424(b)), in connection with the Exchange Offers, (ii) each offering circular, sales memorandum, term sheet, proposed agreement, invitation to negotiate, private placement memorandum, solicitation statement, disclosure document, or other explanatory statement, or other report, filing, document, release or communication mailed, delivered, published, or filed by or on behalf of the Company in connection with the Exchange Offers, (iii) each document required to be filed with the Commission pursuant to the provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pertaining to the Company during the term of this Agreement and (iv) each appendix, attachment, modification, amendment or supplement to any of the foregoing and all related documents, including but not limited to each related letter of transmittal (each of (i), (ii), (iii) and (iv), an "Exchange Offer Document" and, collectively, the "Exchange Offer Documents"). At the commencement of the Exchange Offers, the Company shall cause timely to be delivered to each registered holder of any Securities legally or contractually entitled thereto, each Exchange Offer Document and any other offering materials prepared expressly for use by holders of Securities tendering, voting, or otherwise participating in the Exchange Offers, together with a return envelope. Thereafter, to the extent practicable, until the expiration of the Exchange Offers, the Company shall use its best efforts to cause copies of such materials and a return envelope to be mailed to each person who becomes a holder of any Securities. The Company agrees that, at a reasonable time prior to using any material in connection with the Exchange Offers or filing any su...
Exchange Offer Materials. Other than the Registration Statement, any Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives, other than the Dealer Manager) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Exchange Offer Material, including, without limitation, any Issuer Free Writing Prospectus other than (i) the documents listed on Schedule I hereto and (ii) any other written communications approved in writing in advance by the Dealer Manager. “Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the New Notes or the Exchange Offer that does not reflect the final terms. The Exchange Offer Materials (including, without limitation, any documents incorporated by reference in any Exchange Offer Materials) comply or will comply in all material respects with the Securities Act and the Exchange Act, as applicable. None of the Exchange Offer Materials (including, without limitation, any documents incorporated by reference in any Exchange Offer Materials) contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements in or omissions from the Exchange Offer Materials made in reliance upon and in conformity with any Dealer Manager Information.
Exchange Offer Materials. The Company has prepared and filed with the Commission, under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act”), a registration statement on Form S-4, including a preliminary prospectus, covering the registration of the Exchange Securities. The term “Pre-Effective Registration Statement,” as used in this Agreement, shall mean such registration statement, including the exhibits thereto and any documents incorporated by reference therein or deemed part of such registration statement pursuant to Rule 430C under the Securities Act, in the form filed with the Commission. The term “Registration Statement,” as used in this Agreement, shall mean such registration statement, including the exhibits thereto and any
Exchange Offer Materials. Section 6.2.1 Fasteners........................................