Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors to Consummate an Exchange Offer for such Initial Notes. The Obligors each hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including any Holder that is a Broker-Dealer, shall acknowledge and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers or any of their Affiliates.
Appears in 7 contracts
Samples: Registration Rights Agreement (NGL Energy Partners LP), Registration Rights Agreement (NGL Energy Partners LP), Registration Rights Agreement (NGL Energy Partners LP)
Exchange Offer Registration Statement. In connection with the Exchange Offer, each of the Obligors Issuers and each of the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable lawlaw and it is advisable to do so, the Obligors each Issuers and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers and the Guarantors to Consummate an Exchange Offer for such Initial Notes. The Obligors Issuers and the Guarantors each hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors Issuers and the Guarantors each hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including any Holder that is a Broker-Dealer, shall acknowledge and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 7 contracts
Samples: Registration Rights Agreement (DJO Finance LLC), Registration Rights Agreement (DJO Finance LLC), Registration Rights Agreement (DJO Finance LLC)
Exchange Offer Registration Statement. In connection with the Exchange Offer, Cinemark and the Obligors Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Applicable Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Cinemark there is a question as to whether the Exchange Offer is permitted by applicable law, Cinemark and the Obligors each Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission Commission, including oral advice from the staff of the Commission, allowing Cinemark and the Obligors Guarantors to Consummate an Exchange Offer for such Initial Notes. The Obligors each Cinemark and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each In connection with the foregoing, Cinemark and the Guarantors hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Cinemark setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submissionmatters.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Applicable Securities shall furnish, upon the request of the IssuersCinemark, prior to the Consummation thereof, a written representation to the Issuers Cinemark (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersCinemark, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders Each Holder of Transfer Restricted Applicable Securities shall otherwise cooperate in also furnish, upon the Issuers’ preparations for request of Cinemark, such representations as may be required to permit offers and sales of the Exchange OfferSecurities under state securities laws. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer who acquired Notes directly from Cinemark or any affiliate of Cinemark and agree that any such Holder using intending to use the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder Holders directly from Cinemark.
(iii) Prior to effectiveness of the Issuers Exchange Offer Registration Statement, Cinemark and the Guarantors shall provide a supplemental letter to the Commission stating that Cinemark and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above. The supplemental letter shall include a representation that Cinemark and the Guarantors have not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of their AffiliatesCinemark’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer.
Appears in 4 contracts
Samples: Exchange and Registration Rights Agreement (Cinemark Usa Inc /Tx), Exchange and Registration Rights Agreement (Cinemark Holdings, Inc.), Exchange and Registration Rights Agreement (Cinemark Holdings, Inc.)
Exchange Offer Registration Statement. In connection with the Exchange OfferOffers, the Obligors Issuer and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Issuer there is a question as to whether the Exchange Offer is Offers are permitted by applicable law, the Obligors each Issuer and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuer and the Guarantors to Consummate an the Exchange Offer Offers for such Initial NotesSecurities. The Obligors each Issuer and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuer and the Guarantors hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer Offers should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer Offers pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersIssuer, prior to the Consummation thereof, a written representation to the Issuers Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersIssuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer Offers and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Issuer’s preparations for the Exchange OfferOffers. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer Offers to participate in a distribution of the securities to be acquired in the Exchange Offer Offers (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuer.
Appears in 4 contracts
Samples: Registration Rights Agreement (Broadcom Inc.), Registration Rights Agreement (Broadcom Inc.), Registration Rights Agreement (Broadcom Inc.)
Exchange Offer Registration Statement. In connection with the Exchange OfferOffers, the Obligors Issuer shall comply with all of the provisions of Section 6(c) hereof, shall use their its commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities Notes being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Issuer there is a question as to whether the Exchange Offer is Offers are permitted by applicable law, the Obligors each Issuer hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuer to Consummate an the Exchange Offer Offers for such Initial Notes. The Obligors each Issuer hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuer hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer Offers should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer Offers pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities Notes shall furnish, upon the request of the IssuersIssuer, prior to the Consummation thereof, a written representation to the Issuers Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersIssuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer Offers and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities Notes shall otherwise cooperate in the Issuers’ Issuer’s preparations for the Exchange OfferOffers. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer Offers to participate in a distribution of the securities notes to be acquired in the Exchange Offer Offers (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers or any of their AffiliatesIssuer.
Appears in 3 contracts
Samples: Registration Rights Agreement (Broadcom Inc.), Registration Rights Agreement (Broadcom Inc.), Registration Rights Agreement (Broadcom Inc.)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors to Consummate an Exchange Offer for such Initial Notes. The Obligors each hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including any Holder that is a Broker-Dealer, shall acknowledge and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 3 contracts
Samples: Registration Rights Agreement (PVR Partners, L. P.), Registration Rights Agreement (Penn Virginia Resource Partners L P), Purchase Agreement (PVR Partners, L. P.)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Issuers hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Each of the Issuers hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Issuers hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuerseither Issuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ ' preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 2 contracts
Samples: Registration Rights Agreement (Midstates Petroleum Co LLC), Registration Rights Agreement (Midstates Petroleum Co LLC)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Issuers hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Each of the Issuers hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Issuers hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuerseither Issuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 2 contracts
Samples: Registration Rights Agreement (Midstates Petroleum Company, Inc.), Registration Rights Agreement (Midstates Petroleum Company, Inc.)
Exchange Offer Registration Statement. In connection with the Exchange Offer, if required pursuant to Section 3(a) hereof, the Obligors Parent, the Company and the other Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors to Consummate an Exchange Offer for such Initial Notes. The Obligors each hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereof, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate “affiliate” of the IssuersCompany (as defined in Rule 405 promulgated under the Securities Act), (B) at the time of commencement of the Exchange Offer, it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and in violation of the Securities Act, (C) it is acquiring the Exchange Notes Securities in its ordinary course of business, (D) if such Holder is not a Broker-Dealer, it is not engaged in, and does not intend to engage in, the distribution of any Exchange Securities and (E) if such Holder is a Broker-Dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any resale of such Exchange Securities. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Company’s preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above)letters, and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesCompany.
Appears in 2 contracts
Samples: Registration Rights Agreement (Blue Owl Capital Inc.), Registration Rights Agreement (Blue Owl Capital Inc.)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Holdings and Anvil shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Holdings and Anvil there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Holdings and Anvil hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Holdings and Anvil to Consummate an Exchange Offer for such Initial Series A Senior Notes. The Obligors each Holdings and Anvil hereby agree to pursue the issuance of such a decision to the Commission staff level level, but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Holdings and Anvil hereby agree, however, to (A) to participate in telephonic conferences with the Commission, (B) to deliver to the Commission staff an analysis prepared by counsel to the Issuers Holdings and Anvil setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) to pursue diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersHoldings and Anvil, prior to the Consummation thereof, a written representation to the Issuers Holdings and Anvil (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that such Holder (A) it is not an Affiliate affiliate of the IssuersHoldings or Anvil, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Series B Senior Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Senior Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees (X) that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and (Y) that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Series B Senior Notes obtained by such Holder in exchange for Initial Series A Senior Notes acquired by such Holder directly from the Issuers or any of their AffiliatesAnvil.
Appears in 2 contracts
Samples: Registration Rights Agreement (Cottontops Inc), Registration Rights Agreement (Anvil Holdings Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, if required pursuant to Section 3(a) hereof, the Obligors Issuers and the Initial Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Issuers and the Initial Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers and the Initial Guarantors to Consummate an Exchange Offer for such Transfer Restricted Securities. Each of the Issuers and the Initial Notes. The Obligors each Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Issuers and the Initial Guarantors hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including any Holder that is a Broker-Dealer, shall will be required to acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Transfer Restricted Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 2 contracts
Samples: Registration Rights Agreement (Stonemor Partners Lp), Registration Rights Agreement (Stonemor Partners Lp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuer and the Guarantors shall comply with all of the applicable provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Issuer there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Issuer and the Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuer and the Guarantors to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Each of the Issuer and the Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Issuer and the Guarantors hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersIssuer, prior to the Consummation thereof, a written representation to the Issuers Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersIssuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Issuer’s preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could cannot under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuer.
Appears in 2 contracts
Samples: Registration Rights Agreement (Aeroways, LLC), Registration Rights Agreement (Cke Restaurants Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors shall Company and the Guarantors shall, to the extent applicable, comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Company there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Company and the Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company and the Guarantors to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Each of the Company and the Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Company and the Guarantors hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereof, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Company’s preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesCompany.
Appears in 2 contracts
Samples: Registration Rights Agreement (Cardtronics LP), Registration Rights Agreement (Cardtronics Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Issuers and the Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers and the Guarantors to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Each of the Issuers and the Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Issuers and the Guarantors hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 2 contracts
Samples: Registration Rights Agreement (Sally Holdings LLC), Registration Rights Agreement (Barrington Quincy LLC)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Company there is a question as to whether the Exchange Offer is permitted by applicable lawlaw or Commission policy, each of the Obligors each Company and the Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company and the Guarantors to Consummate an Exchange Offer for such Initial NotesTransfer Restricted Securities. The Obligors each Each of the Company and the Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Company and the Guarantors hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereof, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Company’s preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Transfer Restricted Securities acquired by such Holder directly from the Issuers or any of their AffiliatesCompany.
Appears in 2 contracts
Samples: Registration Rights Agreement (Sanchez Energy Corp), Purchase Agreement (Sanchez Energy Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, Cinemark and the Obligors Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Applicable Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Cinemark there is a question as to whether the Exchange Offer is permitted by applicable law, Cinemark and the Obligors each Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission Commission, including oral advice from the staff of the Commission, allowing Cinemark and the Obligors Guarantors to Consummate an Exchange Offer for such Initial Notes. The Obligors each Cinemark and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each In connection with the foregoing, Cinemark and the Guarantors hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Cinemark setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submissionmatters.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Applicable Securities shall furnish, upon the request of the IssuersCinemark, prior to the Consummation thereof, a written representation to the Issuers Cinemark (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersCinemark, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer who acquired Notes directly from Cinemark or any affiliate of Cinemark and agree that any such Holder using intending to use the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder Holders directly from Cinemark.
(iii) Prior to effectiveness of the Issuers Exchange Offer Registration Statement, Cinemark and the Guarantors shall provide a supplemental letter to the Commission stating that Cinemark and the Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above. The supplemental letter shall include a representation that Cinemark and the Guarantors have not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of their AffiliatesCinemark’s information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer.
Appears in 2 contracts
Samples: Exchange and Registration Rights Agreement (Cinemark Usa Inc /Tx), Exchange and Registration Rights Agreement (Cinemark Holdings, Inc.)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Issuers and the Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers and the Guarantors to Consummate an Exchange Offer for such Initial NotesTransfer Restricted Securities. The Obligors each Each of the Issuers and the Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Issuers and the Guarantors hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is acquiring the Exchange Securities in its ordinary course of business, (B) that, at the time of the commencement of the Exchange Offer, it has no arrangement or understanding with any Person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Securities to be issued in the Exchange Offer in violation of the Securities Act, (C) it is not an Affiliate “affiliate” (as defined in Rule 405 under the Securities Act) of the Issuers, (BD) if such holder is not a Broker-Dealer, that it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a the distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer Offer, and (CE) it if such Holder is acquiring a Broker-Dealer that will receive the Exchange Notes Securities that are Transfer Restricted Securities for its own account in its ordinary course exchange for Transfer Restricted Securities that were acquired as a result of businessmarket-making activities or other trading activities, that it will deliver a prospectus in connection with any resale of such Exchange Notes. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 2 contracts
Samples: Registration Rights Agreement (IASIS Healthcare LLC), Registration Rights Agreement (Kraton Polymers LLC)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable lawlaw and it is advisable to do so, the Obligors each Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Issuers hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuers hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, Holder including any Holder that is a Broker-Dealer, shall acknowledge hereby acknowledges and agree agrees that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 2 contracts
Samples: Registration Rights Agreement (Vanguard Health Systems Inc), Registration Rights Agreement (Vanguard Health Systems Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Company and any Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If following the date hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer such that in the reasonable opinion of counsel to the Issuers Company there is a substantial question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company and any Guarantors to Consummate an Exchange Offer for such Initial Series A Notes. The Obligors each Company hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Company hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereof, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of either of the IssuersCompany or any Guarantor, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Company's preparations for the Exchange Offer. Each Holder, including any Holder that is a Broker-Dealer, shall be deemed to acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Initial Series A Notes acquired by such Holder directly from the Issuers Company.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company and any Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company and such Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that neither the Company nor any Guarantors has entered into any arrangement or understanding with any Person to distribute the Series B Notes to be received in the Exchange Offer and that, to the best of their Affiliatesthe Company's and any Guarantors' information and belief, each Holder participating in the Exchange Offer is acquiring the Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series B Notes received in the Exchange Offer.
Appears in 2 contracts
Samples: Registration Rights Agreement (Winsloew Furniture Inc), Registration Rights Agreement (Winston Furniture Co of Alabama Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuer and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Issuer there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Issuer and the Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuer and the Guarantors to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Each of the Issuer and the Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Issuer and the Guarantors hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersIssuer, prior to the Consummation thereof, a written representation to the Issuers Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) any Exchange Securities to be received by it is not an Affiliate will be acquired in the ordinary course of the Issuersits business, (B) at such time it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a in the public distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued Securities in violation of the Exchange Offer and provisions of the Securities Act, (C) it is acquiring not an “affiliate” (as defined in Rule 405 under the Securities Act) of the Issuer or any Guarantor, or if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and (D) if such Holder is a Broker-Dealer that will receive Exchange Notes Securities for its own account in its ordinary course exchange for notes acquired as a result of businessmarket-making or other trading activities, it will deliver a prospectus in connection with any resale of such Exchange Securities. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Issuer’s preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuer.
Appears in 2 contracts
Samples: Registration Rights Agreement (TRI Pointe Homes, Inc.), Registration Rights Agreement (TRI Pointe Homes, Inc.)
Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange Offer, the Obligors Issuers shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Company there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers to Consummate an Exchange Offer for such Initial Series A Notes. The Obligors each Issuers hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuers hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereoftime that it is Consummated, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Series B Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ ' preparations for the Exchange OfferOffer and (D) such other customary representations as the Issuers may reasonably request. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. ---------------------------- (available June 5, 1991) and Exxon Capital Holdings Corporation (available ---------------------------------- May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including any no-no- action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Initial Series A Notes acquired by such Holder directly from the Company or an Affiliate thereof.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings ---------------------- Corporation (available May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. (available ----------- ---------------------------- June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that neither the Company nor any Guarantor has entered into any arrangement or understanding with any Person to distribute the Series B Notes to be received in the Exchange Offer and that, to the best of their Affiliatesthe Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series B Notes received in the Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Impac Group Inc /De/)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuer and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Issuer there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Issuer and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuer and the Guarantors to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Each of the Issuer and the Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Issuer and the Guarantors hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersIssuer, prior to the Consummation thereof, a written representation to the Issuers Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersIssuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Issuer’s preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuer.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Company and the Guarantors shall comply with all of the applicable provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Company and the Guarantors there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Company and the Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company and the Guarantors to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors Company and each of the Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors Company and each of the Guarantors hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereof, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Company’s preparations for the Exchange Offer. Each Holder, including any Holder that is a Broker-Dealer, shall will be required to acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesCompany.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors TV Filme shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable its best efforts to effect such exchange Exchange Offer to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers TV Filme there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each TV Filme hereby agree agrees to seek a no-action letter or other favorable decision from the Commission Commission, including oral advice from the staff of the Commission, allowing the Obligors TV Filme to Consummate an Exchange Offer for such Initial Notes. The Obligors each TV Filme hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each In connection with the foregoing, TV Filme hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers TV Filme setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution of such submission (which need not be favorable) by the Commission staff of such submissionstaff.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersTV Filme, prior to the Consummation thereof, a written representation to the Issuers TV Filme (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersTV Filme, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer who acquired Initial Notes directly from TV Filme or any affiliate of TV Filme and agree that any such Holder using intending to use the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling Sterling, dated July 2, 1993, and similar no-action letters (which may include including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K or any other information required by the Act or applicable state securities laws if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder Holders directly from TV Filme.
(iii) Prior to effectiveness of the Issuers Exchange Offer Registration Statement, TV Filme shall provide a supplemental letter to the Commission (A) stating that TV Filme is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that TV Filme has not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of their AffiliatesTV Filme's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, if required pursuant to Section 3(a) hereof, the Obligors Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted the Exchange Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Company there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Company and the Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company and the Guarantors to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Each of the Company and the Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Company and the Guarantors hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereof, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Company’s preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesCompany.
Appears in 1 contract
Samples: Registration Rights Agreement (Momentive Performance Materials Inc.)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Company there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers to Consummate an Exchange Offer for such Initial Series A Notes. The Obligors each Issuers hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuers hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereof, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ ' preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Co.XXXXXX XXXXXXX AND CO., Inc. INC. (available June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Initial Series A Notes acquired by such Holder directly from the Issuers or any of their AffiliatesCompany.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Issuers hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuers hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 1 contract
Samples: Registration Rights Agreement (PC Nextco Finance, Inc.)
Exchange Offer Registration Statement. In connection with the Exchange ------------------------------------- Offer, the Obligors Company and the Subsidiary Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Company there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Company and the Subsidiary Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company and the Subsidiary Guarantors to Consummate an Exchange Offer for such Initial Series A Notes. The Obligors Company and the Subsidiary Guarantors each hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each In connection with the foregoing, the Company and the Subsidiary Guarantors hereby agree, however, agree to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereof, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Company's preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available --------------------------- June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, ---------------------------------- 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Initial Series A Notes acquired by such Holder directly from the Issuers or Company.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company and the Subsidiary Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company and the Subsidiary Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation ---------------------------------- (available May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. (available June 5, ---------------------------- 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that neither the Company nor any of their Affiliatesthe Subsidiary Guarantors has entered into any arrangement or understanding with any Person to distribute the Series B Notes to be received in the Exchange Offer and that, to the best of the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Series B Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Series B Notes received in the Exchange Offer, and (C) including any other understanding or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Samples: Registration Rights Agreement (Ameritel Pay Phones Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers to Consummate an Exchange Offer for such Initial the Series C Senior Subordinated Notes and Existing Notes. The Obligors each Each of the Issuers hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Issuers hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Series D Senior Subordinated Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series D Senior Subordinated Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ , preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Series D Senior Subordinated Notes obtained by such Holder in exchange for Initial Series C Senior Subordinated Notes or Existing Notes acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 1 contract
Samples: Registration Rights Agreement (Remington Products Co LLC)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange the Exchange Offer to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers to Consummate an Exchange Offer for such Initial Notes. The Obligors Issuers each hereby agree to pursue reasonably the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors Issuers each hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ ' preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Co.XXXXXX XXXXXXX AND CO., Inc. INC. (available June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 1 contract
Samples: Registration Rights Agreement (Premier Finance Biloxi Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Company shall comply with all of the applicable provisions of Section 6(c) hereofbelow, shall use their commercially reasonable its best efforts to effect such exchange and to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If If, following the date hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Issuers Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Obligors each Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company to Consummate an Exchange Offer for such Initial Series A Senior Notes. The Obligors each Company hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required level. In connection with the foregoing, the Company hereby agrees to take commercially unreasonable action to effect a change all such other actions as are requested by the Commission or otherwise required in connection with the issuance of Commission policy. The Obligors each hereby agreesuch decision, however, to including without limitation (A) participate participating in telephonic conferences with the Commission, (B) deliver delivering to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue pursuing a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereofof the Exchange Offer, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Series B Senior Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Senior Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees (X) that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers or any of their Affiliates.letter
Appears in 1 contract
Samples: Registration Rights Agreement (Oxford Health Plans Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuer and the Guarantors shall comply with all of the applicable provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If if in the reasonable opinion of counsel to the Issuers Issuer there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Issuer and the Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuer and the Guarantors to Consummate an the Exchange Offer for such Initial NotesSecurities. The Obligors each Each of the Issuer and the Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Issuer and the Guarantors hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an the Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As as a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersIssuer, prior to the Consummation thereof, a written representation to the Issuers Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate (within the meaning of Rule 405 under the Securities Act) of the IssuersIssuer or the Guarantors, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Issuer’s preparations for the Exchange Offer. .
(iii) Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-no action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuer.
Appears in 1 contract
Samples: Registration Rights Agreement (99 Cents Only Stores)
Exchange Offer Registration Statement. In connection with the Exchange Offer, if required pursuant to Section 3(a) hereof, the Obligors Company shall comply with all of the provisions of Section 6(c) hereof, shall use their its commercially reasonable efforts to effect such exchange and to permit the sale of Transfer Restricted Securities Notes being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in To the reasonable opinion of counsel to extent the Issuers there is a question Commission raises an objection as to whether the Exchange Offer is permitted by applicable law, upon request of the Obligors each Holders of a majority in principal amount of Transfer Restricted Notes, the Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company to Consummate an Exchange Offer for such Initial Notes. The Obligors each Company hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Company hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities Notes shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereof, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) any Exchange Notes to be received by it is not an Affiliate will be acquired in the ordinary course of the Issuersits business, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a in the distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and Notes, (C) it is acquiring not an affiliate (as such term is defined in Rule 405 under the Securities Act) of the Company or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act, to the extent applicable, (D) it is not acting on behalf of any Person who could not truthfully make the foregoing representations set forth in (A), (B) and (C) of this Section 6(a)(ii) and (E) it shall have made such other representations as may be reasonably necessary under applicable Commission rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the Securities Act available or for the Exchange Notes in its ordinary course of businessOffer Registration Statement to be declared effective. In addition, all such Holders of Transfer Restricted Securities Notes shall otherwise cooperate in the Issuers’ Company’s preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers or any of their AffiliatesCompany.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable lawlaw and it is advisable to do so, the Obligors each Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Issuers hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuers hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, Holder including any Holder that is a Broker-Dealer, shall acknowledge hereby acknowledges and agree agrees that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K S‑K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 1 contract
Samples: Registration Rights Agreement (Vanguard Health Systems Inc)
Exchange Offer Registration Statement. In connection with ------------------------------------- the Exchange Offer, the Obligors Issuers shall comply with all of the provisions of Section 6(c) hereofbelow to the extent applicable, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Issuers, there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers to Consummate an Exchange Offer for such Initial Senior Discount Notes. The Obligors each Issuers hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuers hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange New Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ ' preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Broker- Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. ---------------------------- (available June 5, 1991) and Exxon Capital Holdings Corporation (available ---------------------------------- May 13, 1988), as interpreted in the Commission’s 's letter to Shearman Xxxxxxxx & Sterling dated July 2, 1993, and similar no-action letters (which may include including Brown ----- & Wood LLP (available February 7, 1997), and any no-action letter obtained ---------- pursuant to clause (i) above), ) and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange New Notes obtained by such Holder in exchange for Initial Senior Discount Notes acquired by such Holder directly from the Issuers.
(iii) Prior to the effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon ----- Capital Holdings Corporation (available May 13, 1988), Xxxxxx Xxxxxxx and ---------------------------- ------------------ Co., Inc. (available June 5, 1991), Brown & Wood LLP (available February 7, --------- ---------------- 1997) and, if applicable, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Notes to be received in the Exchange Offer and that, to the best of their Affiliatesthe Issuers' information and belief, each Holder participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Notes received in the Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Avalon Cable Holdings Finance Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, each of the Obligors Issuers and Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their its commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, thereof set forth in the Registration Statement and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Issuers and Holdings shall cause the Issuers to seek such no-action letter or other favorable decision from the Commission, hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Each of the Issuers and Holdings shall cause the Issuers to pursue the issuance of such a decision, hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Issuers hereby agreeagrees, and Holdings shall cause the Issuers, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereof, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of either of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 1 contract
Samples: Registration Rights Agreement (Duane Reade Holdings Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Company shall comply with all of the applicable provisions of Section 6(c) hereofbelow, shall use their commercially reasonable its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If If, following the date hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Issuers Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Obligors each Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company to Consummate an Exchange Offer for such Initial Notes. The Obligors each Company hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required level. In connection with the foregoing, the Company hereby agrees to take commercially unreasonable action to effect a change all such other actions as are requested by the Commission or otherwise required in connection with the issuance of Commission policy. The Obligors each hereby agreesuch decision, however, to including without limitation (A) participate participating in telephonic conferences with the Commission, (B) deliver delivering to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue pursuing a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereofof the Exchange Offer, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Exxxx Xaxxxxx Xoldings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers Company or an affiliate thereof.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as inxxxxxxted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of their Affiliatesthe Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Company shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable its best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) : If in the reasonable opinion of counsel to the Issuers Company there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company to Consummate an Exchange Offer for such Initial Senior Notes. The Obligors each Company hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Company hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) . As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereof, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Company's preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Senior Notes acquired by such Holder directly from the Issuers Company. Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall, provide a supplemental letter to the Commission stating (A) that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of their Affiliatesthe Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer.
Appears in 1 contract
Samples: Note Registration Rights Agreement (Adelphia Communications Corp)
Exchange Offer Registration Statement. In connection with ------------------------------------- the Exchange Offer, the Obligors Issuer and each of the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Issuer there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors Issuer and each of the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuer and the Guarantors to Consummate an Exchange Offer for such Initial Senior Subordinated Notes. The Obligors Issuer and each of the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors Issuer and each of the Guarantors hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Issuer and the Guarantors setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersIssuer or a Guarantor, prior to the Consummation thereofdate on which the Exchange Offer is consummated, a written representation to the Issuers Issuer and the Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersIssuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange New Senior Subordinated Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Senior Subordinated Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Issuer's and the Guarantors' preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., ----------------------- Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation ---- ---------------------------------- (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange New Senior Subordinated Notes obtained by such Holder in exchange for Initial Senior Subordinated Notes acquired by such Holder directly from the Issuers or any of their AffiliatesIssuer.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Issuers and the Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers and the Guarantors to Consummate an Exchange Offer for such Initial NotesTransfer Restricted Securities. The Obligors each Each of the Issuers and the Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Issuers and the Guarantors hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. Notwithstanding the above in this clause (i), after the Exchange Date, the Issuers shall not be precluded from complying with the provision of Section 4 hereof and abandoning the requirement of this clause (i).
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of either of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Transfer Restricted Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 1 contract
Samples: Registration Rights Agreement (Ferrellgas Partners Finance Corp)
Exchange Offer Registration Statement. In connection with ------------------------------------- the Exchange Offer, the Obligors Issuers and the Parent shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Issuers, there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Issuers hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuers hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the New Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes New Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ ' and the Parent's preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) ---------------------------- and Exxon Capital Holdings Corporation (available May 13, 1988), as ---------------------------------- interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including Xxxxx & Xxxx ------------ LLP (available February 7, 1997), and any no-action letter obtained --- pursuant to clause (i) above), ) and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers.
(iii) Prior to the effectiveness of the Exchange Offer Registration Statement, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers and the Parent are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation ---------------------------------- (available May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. (available ---------------------------- June 5, 1991), Xxxxx & Wood LLP (available February 7, 1997) and, if ---------------- applicable, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Exchange Offer and that, to the best of their Affiliatesthe Issuers' information and belief, each Holder participating in the Exchange Offer is acquiring the New Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities received in the Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Alliance Laundry Holdings LLC)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Issuers and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers and the Guarantors to Consummate an Exchange Offer for such Initial Series A Notes. The Obligors each Each of the Issuers and the Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Issuers and the Guarantors hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of either of the IssuersIssuers or any Guarantor, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ ' preparations for the Exchange Offer. Each Holder, including any Holder that is a Broker-Dealer, shall be deemed to acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Co.MORGXX XXXNXXX XXX CO., Inc. INC. (available June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Initial Series A Notes acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Company and the Guarantors shall comply with all of the provisions of Section 6(c5(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities Initial Securities, by any such Broker-Dealer, being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Company there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Company and the Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company and the Guarantors to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Each of the Company and the Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Company and the Guarantors hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Initial Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereof, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Initial Securities shall otherwise cooperate in the Issuers’ Company’s preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesCompany.
Appears in 1 contract
Samples: Registration Rights Agreement (Hay River Partnership)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers to Consummate an Exchange Offer for such Initial Senior Notes. The Obligors each Issuers hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuers hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ ' preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Xxxxx Xapital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Senior Notes acquired by such Holder directly from an Issuer.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Issuers shall, provide a supplemental letter to the Commission stating (A) that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1990) xxx, if appxxxxxxx, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of their Affiliatesthe Issuers' information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Adelphia Communications Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, (i) the Obligors Issuers and the Note Guarantors shall (x) comply with all of the applicable provisions of Section 6(c) hereof, shall below and (y) use their commercially reasonable respective best efforts to effect such exchange and to permit the sale resale of Transfer Restricted Securities New Senior Subordinated Notes by Broker-Dealers that tendered in the Exchange Offer Senior Subordinated Notes that such Broker-Dealer acquired for its own account as a result of its market making activities or other trading activities (other than Senior Subordinated Notes acquired directly from any Issuer or any Affiliate thereof) being sold in accordance with the intended method or methods of distribution thereof, and (ii) the Issuers, the Note Guarantors and the Holders, as applicable, shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors to Consummate an Exchange Offer for such Initial Notes. The Obligors each hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this AgreementOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker Dealer, except as provided in the next sentence) shall furnish, upon the request of the Issuers, prior to the Consummation thereofof the Exchange Offer, a written representation to the Issuers and the Note Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that at the time of the consummation of the Exchange Offer (A) it is not an Affiliate of the Issuersany Issuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of Senior Subordinated Notes or the Exchange New Senior Subordinated Notes to be issued in the Exchange Offer and Offer, within the meaning of the Act, (C) it is acquiring the Exchange New Senior Subordinated Notes in its ordinary course of business. In addition, all business and (D) if such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including any Holder that is a Broker-Dealer, shall acknowledge and agree that it will deliver a Prospectus in connection with any such resale of any New Subordinated Notes. As a condition to its participation in the Exchange Offer each Holder using Using the Exchange Offer to participate in a distribution of the securities to be New Senior Subordinated Notes shall acknowledge and agree that, if the resales are of New Senior Subordinated Notes obtained by such Xxxxxx in exchange for Senior Subordinated Notes acquired in the Exchange Offer directly from any Issuer or any Affiliate thereof, it (1) could not under not, Under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Co.XXXXXX XXXXXXX AND CO., Inc. INC. (available June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman XXXXXXX & Sterling STERLING dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above)letters, and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if K.
(ii) Prior to effectiveness of the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from Offer Registration Statement, the Issuers and the Note Guarantors shall provide a supplemental letter to the Commission (A) stating that the Issuers and the Note Guarantors are registering the Exchange Offer in reliance on the position of the Commission enunciated in EXXON CAPITAL HOLDINGS CORPORATION (available May 13, 1988), XXXXXX XXXXXXX AND CO., INC. (available June 5, 1991) as interpreted in the Commission's letter to XXXXXXX & STERLING dated July 2, 1993 and (B) including, a representation that neither any Issuer nor any Note Guarantor has entered into any arrangement or understanding with any Person to distribute the New Senior Subordinated Notes to be received in the Exchange Offer and that, to the best of their Affiliateseach Issuer's and each Note Guarantor's information and belief, each Holder participating in the Exchange Offer is acquiring the New Senior Subordinated Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Senior Subordinated Notes received in the Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (World Almanac Education Group Inc)
Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange Offer, the Obligors Issuer shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable its best efforts to effect such exchange to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Issuer there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Issuer hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuer to Consummate an Exchange Offer for such Initial Notes. The Obligors each Issuer hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuer hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersIssuer, prior to the Consummation thereof, a written representation to the Issuers Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersIssuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Issuer's preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx ------ Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings --------------------- ---------------------- Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter ----------- to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers or any of their AffiliatesIssuer.
Appears in 1 contract
Samples: Registration Rights Agreement (Covad Communications Group Inc)
Exchange Offer Registration Statement. In connection with the Exchange ------------------------------------- Offer, the Obligors Company shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable its best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereofexchange, and shall comply with all of the following provisions:
(i) If If, due to a change in law or Commission policy after the date hereof, in the reasonable opinion of counsel to the Issuers Company there is a question as to whether the Exchange Offer is permitted by applicable lawfederal law or Commission policy, the Obligors each Company hereby agree agrees to seek a no-no- action letter or other favorable decision from the Commission allowing the Obligors Company to Consummate an Exchange Offer for such Initial Old Notes. The Obligors each Company hereby agree agrees to pursue the issuance of such a no-action letter or favorable decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Company hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. The Initial Purchasers shall be given prior notice of any action taken by the Company under this clause (i).
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereofof the Exchange Offer, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange New Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Company's preparations for the Exchange Offer. Each Holder, including any Holder .
(iii) The Company and the Initial Purchasers acknowledge that is a Broker-Dealer, shall acknowledge and agree the staff of the Commission has taken the position that any broker-dealer that owns New Notes that were received by such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired broker-dealer for its own account in the Exchange Offer (1a "Participating Broker-Dealer") could not under Commission policy as in effect on may be deemed to be --------------------------- an "underwriter" within the date of this Agreement rely on the position meaning of the Commission enunciated in Xxxxxx Xxxxxxx & Co., Inc. (available June 5, 1991) Act and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in must deliver a prospectus meeting the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such New Notes (other than a secondary resale transaction of an unsold allotment resulting from the original offering of the Notes). The Company and the Initial Purchasers also acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing it is the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K Commission staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker- Dealers may resell the New Notes, without naming the Participating Broker- Dealers or specifying the amount of New Notes owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Act in connection with resales are of Exchange New Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from their own accounts, so long as the Issuers or any Prospectus otherwise meets the requirements of their Affiliatesthe Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Standard Pacific Corp /De/)
Exchange Offer Registration Statement. In connection with the Exchange Offer, each of the Obligors Issuers and Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially its reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, thereof set forth in the Registration Statement and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Issuers, and Holdings shall cause the Issuers to seek such no-action letter or other favorable decision from the Commission, hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Each of the Issuers, and Holdings shall cause the Issuers to pursue the issuance of such a decision, hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Issuers hereby agreeagrees, and Holdings shall cause the Issuers, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereof, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of either of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 1 contract
Samples: Registration Rights Agreement (Duane Reade Holdings Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers to Consummate an Exchange Offer for such Initial Series A Notes. The Obligors each Each of the Issuers hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Issuers hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuersany Issuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations Issuers'preparations for the Exchange Offer. Each Holder, including by its acceptance of Series A Notes, shall be deemed to have acknowledged and agreed that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers or any of their Affiliates.Series B Notes
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, each of the Obligors Issuers and Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially its reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, thereof set forth in the Registration Statement and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Issuers, and Holdings shall cause the Issuers to seek such no-action letter or other favorable decision from the Commission, hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Each of the Issuers, and Holdings shall cause the Issuers to pursue the issuance of such a decision, hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Issuers hereby agreeagrees, and Holdings shall cause the Issuers, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereof, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of either of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 1 contract
Exchange Offer Registration Statement. (i) In connection with the Exchange Offer, the Obligors Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(iA) If in the reasonable opinion of counsel to the Issuers Company there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Company and the Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company and the Guarantors to Consummate an Exchange Offer for such Initial NotesPurchased Securities. The Obligors each Each of the Company and the Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each .
(B) Each of the Company and the Guarantors hereby agreeagrees, however, to (Aa) participate in telephonic conferences with the Commission, (Bb) deliver to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (Cc) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereof, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the IssuersCompany, (B) that, at the time of the commencement of the Exchange Offer, it has no arrangement or understanding with any Person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Securities to be issued in the Exchange Offer in violation of the Securities Act, (C) if such holder is not a Broker-Dealer, that it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a the distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer Offer, (D) if such Holder is a Broker-Dealer, that has acquired the Exchange Securities that are Transfer Restricted Securities for its own account in exchange for Purchased Securities that were acquired as a result of market making activities or other trading activities, that it will deliver a prospectus in connection with any resale of such Exchange Notes to the extent required by the rules and regulations of the Commission and (CE) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Company’s preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Purchased Securities acquired by such Holder directly from the Issuers or any of their AffiliatesCompany.
Appears in 1 contract
Samples: Registration Rights Agreement (Campbell Alliance Group Inc)
Exchange Offer Registration Statement. In connection with the Exchange ------------------------------------- Offer, the Obligors Issuers shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each hereby Issuers agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers to Consummate an Exchange Offer for such Initial Series A Notes. The Obligors each hereby Issuers agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each hereby Issuers agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of either of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ ' preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Broker- Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect effec t on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx ------ Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings --------------------- ---------------------- Corporation (available May 13, 1988), as interpreted in the Commission’s 's ----------- letter to Shearman Xxxxxxxx & Sterling Xxxxxxxx dated July 2, 1993, and similar no-action letters (which may include including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Initial Series A Notes acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 1 contract
Samples: Purchase Agreement (Isle of Capri Black Hawk Capital Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Company shall comply with all of the applicable provisions of Section 6(c) hereofbelow, shall use their commercially reasonable its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If If, following the date hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Issuers Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Obligors each Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company to Consummate an Exchange Offer for such Initial the Notes. The Obligors each Company hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required level. In connection with the foregoing, the Company hereby agrees to take commercially unreasonable action to effect a change such other actions as are requested by the Commission or otherwise required in connection with the issuance of Commission policy. The Obligors each hereby agreesuch decision, however, to including without limitation (A) participate participating in telephonic conferences with the Commission, (B) deliver delivering to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue pursuing a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereofof the Exchange Offer, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K B or S-K, as applicable, if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers Company.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of their Affiliatesthe Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Samples: Registration Rights Agreement (Bell Technology Group LTD)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuer and the Guarantors shall comply with all of the applicable provisions of Section 6(c) hereofbelow, shall use their respective commercially reasonable best efforts to effect such exchange to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Issuer there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Issuer and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuer and the Guarantors to Consummate an Exchange Offer for such Initial Restricted Notes. The Obligors each Issuer and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuer and the Guarantors hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersIssuer, prior to the Consummation thereof, a written representation to the Issuers Issuer and the Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersIssuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Issuer's preparations for the Exchange Offer. Each Holder, including any Holder that is a Broker-Dealer, shall acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Capitxx Xxxxxxgs Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Restricted Notes acquired by such Holder directly from the Issuers or any of their AffiliatesIssuer.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Company shall comply with all of the applicable provisions of Section 6(c) hereofbelow, shall use their commercially reasonable its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If If, following the date hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Issuers Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Obligors each Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company to Consummate an Exchange Offer for such Initial Senior Notes. The Obligors each Company hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required level. In connection with the foregoing, the Company hereby agrees to take commercially unreasonable action to effect a change such other actions as are requested by the Commission or otherwise required in connection with the issuance of Commission policy. The Obligors each hereby agreesuch decision, however, to including without limitation (A) participate participating in telephonic conferences with the Commission, (B) deliver delivering to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue pursuing a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereofof the Exchange Offer, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated 8 by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange New Senior Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Senior Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including, if applicable, any no-action letter obtained pursuant to clause (i1) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange New Senior Notes obtained by such Holder in exchange for Initial Senior Notes acquired by such Holder directly from the Issuers Company.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgxx Stanxxx xxx Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the New Senior Notes to be received in the Exchange Offer and that, to the best of their Affiliatesthe Company's information and belief, each Holder participating in the Exchange Offer is acquiring the New Senior Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Senior Notes received in the Exchange Offer and (C) any other undertaking or representation required by the Commission as set forth in any no-action letter obtained pursuant to clause (i) above.
Appears in 1 contract
Samples: Registration Rights Agreement (Intermedia Communications Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuer shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable its best efforts to effect such exchange to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Issuer there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Issuer hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuer to Consummate an Exchange Offer for such Initial Notes. The Obligors each Issuer hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuer hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersIssuer, prior to the Consummation thereof, a written representation to the Issuers Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersIssuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Issuer's preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers or any of their Affiliates.
Appears in 1 contract
Samples: Registration Rights Agreement (Covad Communications Group Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Company shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially its reasonable best efforts to effect such exchange Exchange Offer to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions, other than paragraph (ii) of this Section 6(a), which condition shall be performed only by the Holders:
(i) If If, in the reasonable opinion of counsel to the Issuers Company, there is a question as to whether the Exchange Offer is permitted by applicable lawlaw or Commission policy or action, the Obligors each Company hereby agree agrees to seek a "no-action letter letter" or other favorable decision from the Commission allowing the Obligors Company to Consummate an Exchange Offer for such Initial Notes. The Obligors each Company hereby agree agrees to pursue the issuance of such a letter or decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Company hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereof, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it such Holder is not an Affiliate "Affiliate" of the IssuersCompany (as "Affiliate" is defined in the Indenture), (B) it such Holder is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it such Holder is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer Notes (1) could not not, under Commission policy or action as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar "no-action letters letters" (which may include including Xxxxx & Xxxx LLP (available February 7, 1997), and any "no-action letter letter" obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item Items 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes Transfer Restricted Securities acquired by such Holder directly from the Issuers Company.
(iii) Prior to the effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991), Xxxxx & Wood LLP (available February 7, 1997) and, if applicable, any "no-action letter" obtained pursuant to clause (i) above and (B) including a representation that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of their Affiliatesthe Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Startec Global Communications Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Operating Partnership shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially its reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Operating Partnership there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Operating Partnership hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Operating Partnership to Consummate an Exchange Offer for such Initial Notes. The Obligors each Operating Partnership hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Operating Partnership hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Operating Partnership setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersOperating Partnership, prior to the Consummation thereof, a written representation to the Issuers Operating Partnership (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersOperating Partnership, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Operating Partnership’s preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers or any of their AffiliatesOperating Partnership.
Appears in 1 contract
Samples: Registration Rights Agreement (Highwoods Realty LTD Partnership)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers and the Guarantors shall comply with all of the applicable provisions of Section 6(c) hereof, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each hereby agree to Issuers and the Guarantors may, at their option, seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers and the Guarantors to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors In such event, each of the Issuers and the Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Issuers and the Guarantors hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 1 contract
Samples: Registration Rights Agreement (Petro Financial Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, if required pursuant to Section 3(a) hereof, the Obligors Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities and related guarantees being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Company there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Company and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company and the Guarantors to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Company and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Company and the Guarantors hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted permitted, and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereof, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate (as defined in Rule 405 under the Securities Act) of the IssuersCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Company’s preparations for the Exchange Offer, (D) at the time of the commencement of the Exchange Offer, such Holder will have no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, and (E) if such Holder is a Participating Broker Dealer that will receive Exchange Securities for its own account in exchange for Transfer Restricted Securities that were acquired as a result of market-making or other trading activities, that it will deliver a Prospectus in connection with any resale of such Exchange Securities. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesCompany.
Appears in 1 contract
Samples: Registration Rights Agreement (Texas Industries Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Obligors each Company hereby agree agrees to seek oral interpretive advice, a no-action letter or other favorable decision interpretive advice from the Commission staff allowing the Obligors Company to Consummate an Exchange Offer for such Initial Notes. The Obligors each hereby agree to pursue Senior Notes and in connection with the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each hereby agree, however, to foregoing (A) to participate in telephonic conferences with the CommissionCommission staff, (B) to deliver to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal basesbasis, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) to pursue diligently pursue a favorable resolution by the Commission staff of such submission; provided, however that the Company may alternatively determine to file a Senior Note Shelf Registration Statement.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities Senior Notes shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereofof the Exchange Offer, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by furnished in connection with the Exchange Offer Registration StatementOffer) to the effect that such Holder (A) it is not an Affiliate affiliate of the IssuersCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities The Initial Purchaser shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including any ensure that each Holder that is a and Broker-Dealer, shall acknowledge Dealer acknowledges and agree agrees that any such Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Morgxx Stanxxx xxx Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange substitution for Initial Senior Notes acquired by such Holder directly from the Issuers Company.
(iii) Prior to effectiveness of the Exchange Offer Registration Statement, the Company shall provide a supplemental letter to the Commission (A) stating that the Company is registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Morgxx Stanxxx xxx Co., Inc. (available June 5, 1991) and, if applicable, any no-action letter obtained pursuant to clause (i) above, (B) representing that the Company has not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of their Affiliates.the Company's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer and (C) including any other undertaking or representation reasonably required by the Commission as set forth in any no-action letter obtained pursuant to clause (i)
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable lawlaw and it is advisable to do so, the Obligors each Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Issuers hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuers hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, Holder including any Holder that is a Broker-Dealer, shall acknowledge hereby acknowledges and agree agrees that any such Holder using the Exchange Offer to participate in a distribution of the securities secu- rities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 1 contract
Samples: Registration Rights Agreement (Vanguard Health Systems Inc)
Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange Offer, the Obligors Issuers shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each hereby Issuers agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers to Consummate an Exchange Offer for such Initial Series A Notes. The Obligors each hereby Issuers agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each hereby Issuers agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of either of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ ' preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Broker- Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx ------ Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings -------------------- ---------------------- Corporation (available May 13, 1988), as interpreted in the Commission’s 's ----------- letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Initial Series A Notes acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 1 contract
Samples: Registration Rights Agreement (Isle of Capri Black Hawk Capital Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Transaction Entities shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in To the reasonable opinion of counsel to extent the Issuers there is a question Commission raises an objection as to whether the Exchange Offer is permitted by applicable law, upon request of the Obligors Holders of a majority in principal amount of outstanding Transfer Restricted Securities each of the Transaction Entities hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Transaction Entities to Consummate an Exchange Offer for such Initial Notes. The Obligors each Each of the Transaction Entities hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Transaction Entities hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Transaction Entities setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted permitted, and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersTransaction Entities, prior to the Consummation thereof, a written representation to the Issuers Transaction Entities (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersTransaction Entities, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and Offer, (C) it is acquiring the Exchange Notes in its ordinary course of business, (D) it is not acting on behalf of any person who, to its knowledge, could not truthfully make the foregoing representations, and (E) it shall have made such other representations as may be reasonably necessary under applicable Commission rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the Securities Act available or for the Exchange Offer Registration Statement to be declared effective. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the IssuersTransaction Entities’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers or any of their AffiliatesTransaction Entities.
Appears in 1 contract
Samples: Registration Rights Agreement (Sl Green Realty Corp)
Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange Offer, the Obligors Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If If, due to a change in law or Commission policy after the date hereof, in the reasonable opinion of counsel to the Issuers Company there is a question as to whether the Exchange Offer is permitted by applicable lawfederal law or Commission policy, the Obligors each Company hereby agree agrees to seek a no-no- action letter or other favorable decision from the Commission allowing the Obligors Company and the Guarantors to Consummate an Exchange Offer for such Initial Old Notes. The Obligors each Company hereby agree agrees to pursue the issuance of such a no- action letter or favorable decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Company hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. The Initial Purchaser shall be given prior notice of any action taken by the Company under this clause (i).
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereofof the Exchange Offer, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersCompany or any of the Guarantors, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange New Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Company's preparations for the Exchange Offer. Each Holder.
(iii) The Company, including any Holder the Guarantors and the Initial Purchaser acknowledge that is a Broker-Dealer, shall acknowledge and agree the staff of the Commission has taken the position that any broker-dealer that owns New Notes that were received by such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired broker- dealer for its own account in the Exchange Offer (1a "Participating Broker- -------------------- Dealer") could not under Commission policy as in effect on may be deemed to be an "underwriter" within the date of this Agreement rely on the position meaning of the Commission enunciated in Xxxxxx Xxxxxxx & Co., Inc. (available June 5, 1991) Act ------ and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in must deliver a prospectus meeting the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such New Notes (other than a secondary resale transaction of an unsold allotment resulting from the original offering of the Notes). The Company, the Guarantors and the Initial Purchaser also acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing it is the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K Commission staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the New Notes, without naming the Participating Broker-Dealers or specifying the amount of New Notes owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Act in connection with resales are of Exchange New Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from their own accounts, so long as the Issuers or any Prospectus otherwise meets the requirements of their Affiliatesthe Act.
Appears in 1 contract
Samples: Indenture (Appalachian Realty Co)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers and the Guarantors shall comply with all of the applicable provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers and the Guarantors there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Issuers and the Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers and the Guarantors to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Each of the Issuers and the Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Issuers and the Guarantors hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including any Holder that is a Broker-Dealer, shall will be required to acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 1 contract
Samples: Registration Rights Agreement (Boise Cascade Holdings, L.L.C.)
Exchange Offer Registration Statement. In connection with the Exchange ------------------------------------- Offer, the Obligors Issuer shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable its best efforts to effect such exchange to permit the sale of Broker- Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Issuer there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Issuer hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuer to Consummate an Exchange Offer for such Initial Notes. The Obligors each Issuer hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuer hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersIssuer, prior to the Consummation thereof, a written representation to the Issuers Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersIssuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Issuer's preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx ------ Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings --------------------- ---------------------- Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter ----------- to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers or any of their AffiliatesIssuer.
Appears in 1 contract
Samples: Registration Rights Agreement (Covad Communications Group Inc)
Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange Offer, the Obligors Issuing Parties shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Issuing Parties there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Issuing Parties hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuing Parties to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Issuing Parties hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuing Parties hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Issuing Parties setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersIssuing Parties, prior to the Consummation thereof, a written representation to the Issuers Issuing Parties (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of any of the IssuersIssuing Parties, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Issuing Parties' preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and ---------------------------- Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted ---------------------------------- in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including Xxxxx & Xxxx LLP (available February ---------------- 7, 1997), and any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers Issuing Parties.
(iii) Prior to the effectiveness of the Exchange Offer Registration Statement, the Issuing Parties shall provide a supplemental letter to the Commission (A) stating that the Issuing Parties are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital ------------- Holdings Corporation (available May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. -------------------- --------------------- (available June 5, 1991), Xxxxx & Wood LLP (available February 7, 1997) ---------------- and, if applicable, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that the Issuing Parties have not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of their Affiliatesthe Issuing Parties' information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities received in the Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Meristar Hospitality Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable lawlaw and it is advisable to do so, the Obligors each Issuers and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers and the Guarantors to Consummate an Exchange Offer for such Initial Notes. The Obligors Issuers and the Guarantors each hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors Issuers and the Guarantors each hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including any Holder that is a Broker-Dealer, shall acknowledge and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 1 contract
Samples: Registration Rights Agreement (Encore Medical, L.P.)
Exchange Offer Registration Statement. In connection with the Exchange OfferOffers, the Obligors Issuer and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Issuer there is a question as to whether the Exchange Offer is Offers are permitted by applicable law, the Obligors each Issuer and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuer and the Guarantors to Consummate an the Exchange Offer Offers for such Initial NotesSecurities. The Obligors each Issuer and the Guarantors hereby agree to use commercially reasonable efforts to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable any action to seek to effect a change of Commission policy. The Obligors each Issuer and the Guarantors hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Issuer and the Guarantors setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer Offers should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer Offers pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersIssuer, prior to the Consummation thereof, a written representation to the Issuers Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersIssuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer Offers and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the IssuersIssuer’s and the Guarantors’ preparations for the Exchange OfferOffers. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer Offers to participate in a distribution of the securities to be acquired in the Exchange Offer Offers (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuer.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuer shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially its reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Issuer there is a question as to whether the Exchange Offer is permitted by applicable lawlaw and it is advisable to do so, the Obligors each Issuer hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuer to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Issuer hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuer hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersIssuer, prior to the Consummation thereof, a written representation to the Issuers Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersIssuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Issuer’s preparations for the Exchange Offer. Each Holder, Holder including any Holder that is a Broker-Dealer, shall acknowledge hereby acknowledges and agree agrees that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuer.
Appears in 1 contract
Samples: Registration Rights Agreement (Vanguard Health Systems Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Company and each of the Subsidiary Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable its best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Company there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Company and the Subsidiary Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company and the Subsidiary Guarantors to Consummate an Exchange Offer for such Initial Original Notes. The Obligors Company and the Subsidiary Guarantors each hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors Company and the Subsidiary Guarantors each hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereof, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange New Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Company's preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange New Notes obtained by such Holder in exchange for Initial Original Notes acquired by such Holder directly from the Issuers or any Company.
(iii) Prior to effectiveness of their Affiliates.the Exchange Offer Registration Statement, the Company and the Subsidiary Guarantors shall provide a supplemental letter to the Commission (A) stating that the Company and the Subsidiary Guarantors are registering the Exchange Offer in reliance on the position of the Commission
Appears in 1 contract
Samples: Registration Rights Agreement (Parker Drilling Co /De/)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Company and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Additional Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Company there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Company and the Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company and the Guarantors to Consummate an Exchange Offer for such Additional Initial NotesSecurities. The Obligors each Each of the Company and the Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Company and the Guarantors hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreementthe Registration Rights Agreements, each Holder of Additional Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereof, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Additional Exchange Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Additional Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Additional Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Company’s preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this the Initial Registration Rights Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Additional Exchange Notes Securities obtained by such Holder in exchange for Additional Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesCompany.
Appears in 1 contract
Samples: Registration Rights Agreement (Kennedy-Wilson Holdings, Inc.)
Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange Offer, the Obligors Issuing Parties shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Issuing Parties there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Issuing Parties hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuing Parties to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Issuing Parties hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuing Parties hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Issuing Parties setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersIssuing Parties, prior to the Consummation thereof, a written representation to the Issuers Issuing Parties (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of any of the IssuersIssuing Parties, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Issuing Parties' preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and ---------------------------- Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted ---------------------------------- in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including Xxxxx & Xxxx LLP (available February ---------------- 7, 1997), and any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers Issuing Parties.
(iii) Prior to the effectiveness of the Exchange Offer Registration Statement, the Issuing Parties shall provide a supplemental letter to the Commission (A) stating that the Issuing Parties are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital ------------- Holdings Corporation (available May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. -------------------- --------------------------- (available June 5, 1991), Xxxxx & Wood LLP (available February 7, 1997) ---------------- and, if applicable, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that the Issuing Parties have not entered into any arrangement or understanding with any Person to distribute the Exchange Securities to be received in the Exchange Offer and that, to the best of their Affiliatesthe Issuing Parties' information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Securities in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Securities received in the Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Meristar Hospitality Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuer and the Subsidiary Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If If, due to a change in law or Commission policy after the date hereof, in the reasonable opinion of counsel to the Issuers Issuer there is a question as to whether the Exchange Offer is permitted by applicable lawfederal law or Commission policy, the Obligors each Issuer hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuer and the Subsidiary Guarantors to Consummate an Exchange Offer for such Initial Old Notes. The Obligors each Issuer hereby agree agrees to pursue the issuance of such a no-action letter or favorable decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuer hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by special counsel to the Issuers Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. The Initial Purchasers shall be given prior notice of any action taken by the Issuer under this clause (i).
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersIssuer, prior to the Consummation thereofof the Exchange Offer, a written representation to the Issuers Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersIssuer or any of the Subsidiary Guarantors, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange New Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Issuer's preparations for the Exchange Offer. Each Holder.
(iii) The Issuer, including any Holder the Subsidiary Guarantors and the Initial Purchasers acknowledge that is a Broker-Dealer, shall acknowledge and agree the staff of the Commission has taken the position that any broker-dealer that owns New Notes that were received by such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired broker-dealer for its own account in the Exchange Offer (1a "Participating Broker-Dealer") could not under Commission policy as in effect on may be deemed to be an "underwriter" within the date of this Agreement rely on the position meaning of the Commission enunciated in Xxxxxx Xxxxxxx & Co., Inc. (available June 5, 1991) Act and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in must deliver a prospectus meeting the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such New Notes (other than a secondary resale transaction of an unsold allotment resulting from the original offering of the Notes). The Issuer, the Subsidiary Guarantors and the Initial Purchasers also acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing it is the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K Commission staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the New Notes, without naming the Participating Broker-Dealers or specifying the amount of New Notes owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Act in connection with resales are of Exchange New Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from their own accounts, so long as the Issuers or any Prospectus otherwise meets the requirements of their Affiliatesthe Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Pool Energy Services Co)
Exchange Offer Registration Statement. In connection with the ------------------------------------- Exchange Offer, the Obligors Issuers and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If If, due to a change in law or Commission policy after the date hereof, in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable lawfederal law or Commission policy, the Obligors each Issuers hereby agree to seek a no-no- action letter or other favorable decision from the Commission allowing the Obligors Issuers and the Guarantors to Consummate an Exchange Offer for such Initial Old Notes. The Obligors each Issuers hereby agree agrees to pursue the issuance of such a no-action letter or favorable decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuers hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. The Dealer Manager shall be given prior notice of any action taken by the Issuers under this clause (i).
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereofof the Exchange Offer, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersIssuers or any of the Guarantors, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange New Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ ' preparations for the Exchange Offer. Each Holder.
(iii) The Issuers, including any Holder the Guarantors and the Dealer Manager acknowledge that is a Broker-Dealer, shall acknowledge and agree the staff of the Commission has taken the position that any broker-dealer that owns New Notes that were received by such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired broker- dealer for its own account in the Exchange Offer (1a "Participating Broker- -------------------- Dealer") could not under Commission policy as in effect on may be deemed to be an "underwriter" within the date of this Agreement rely on the position meaning of the Commission enunciated in Xxxxxx Xxxxxxx & Co., Inc. (available June 5, 1991) Act ------ and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in must deliver a prospectus meeting the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such New Notes (other than a secondary resale transaction of an unsold allotment resulting from the original offering of the Notes). The Issuers, the Guarantors and the Dealer Manager also acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing it is the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K Commission staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the New Notes, without naming the Participating Broker-Dealers or specifying the amount of New Notes owned by them, such Prospectus may be delivered by Participating Broker- Dealers to satisfy their prospectus delivery obligations under the Act in connection with resales are of Exchange New Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from their own accounts, so long as the Issuers or any Prospectus otherwise meets the requirements of their Affiliatesthe Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Appalachian Realty Co)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Authority shall (x) comply with all of the applicable provisions of Section 6(c) hereofbelow, shall (y) use their commercially reasonable its best efforts to effect such exchange and to permit the sale resale of Transfer Restricted Securities Series B Notes by Broker-Dealers that tendered in the Exchange Offer Series A Notes that such Broker-Dealer acquired for its own account as a result of its market-making activities or other trading activities (other than Series A Notes acquired directly from the Authority or any of its Affiliates) being sold in accordance with the intended method or methods of distribution thereof, and shall (z) comply with all of the following provisions:
(i) If If, following the date hereof there has been announced a change in Commission policy with respect to exchange offers such as the Exchange Offer, that in the reasonable opinion of counsel to the Issuers there is Authority raises a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Obligors each Authority hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Authority to Consummate an Exchange Offer for such Initial NotesTransfer Restricted Securities. The Obligors each Authority hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required level. In connection with the foregoing, the Authority hereby agrees to take commercially unreasonable action to effect a change all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of Commission policy. The Obligors each hereby agreesuch decision, however, to including without limitation (A) participate participating in telephonic conferences with the Commission, (B) deliver delivering to the Commission staff an analysis prepared by counsel to the Issuers Authority setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue pursuing a favorable resolution (which need not be favorable) by the Commission staff of such submissionstaff.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this AgreementOffer, each Holder of Transfer Restricted Securities (including, without limitation, any Holder who is a Broker-Dealer) shall furnish, upon the written request of the IssuersAuthority, prior to the Consummation thereofof the Exchange Offer, a written representation to the Issuers Authority (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate of the IssuersAuthority, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate As a condition to its participation in the Issuers’ preparations for the Exchange Offer. Each Holder, including any Holder that is a Broker-Dealer, shall acknowledge and agree that any such each Holder using the Exchange Offer to participate in a distribution of the securities to be Series B Notes shall acknowledge and agree that, if the resales are of Series B Notes obtained by such Holder in exchange for Series A Notes acquired in directly from the Exchange Offer Authority or an Affiliate thereof, it (1) could not not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Cxxxxxx Xxxxxxxs Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated (available July 2, 1993, ) and similar no-action letters (which may include including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers or any of their Affiliates.K.
Appears in 1 contract
Samples: Registration Rights Agreement (Chukchansi Economic Development Authority)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuer and the Subsidiary Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If If, due to a change in law or Commission policy after the date hereof, in the reasonable opinion of counsel to the Issuers Issuer there is a question as to whether the Exchange Offer is permitted by applicable lawfederal law or Commission policy, the Obligors each Issuer hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuer and the Subsidiary Guarantors to Consummate an Exchange Offer for such Initial the Old Notes. The Obligors each Issuer hereby agree agrees to pursue the issuance of such a no-action letter or favorable decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuer hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by special counsel to the Issuers Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. The Initial Purchaser shall be given prior notice of any action taken by the Issuer under this clause (i).
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersIssuer, prior to the Consummation thereofof the Exchange Offer, a written representation to the Issuers Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersIssuer or any of the Subsidiary Guarantors, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange New Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Issuer's preparations for the Exchange Offer. Each Holder.
(iii) The Issuer, including any Holder the Subsidiary Guarantors and the Initial Purchaser acknowledge that is a Broker-Dealer, shall acknowledge and agree the staff of the Commission has taken the position that any broker-dealer that owns New Notes that were received by such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired broker-dealer for its own account in the Exchange Offer (1a "PARTICIPATING BROKER-DEALER") could not under Commission policy as in effect on may be deemed to be an "underwriter" within the date of this Agreement rely on the position meaning of the Commission enunciated in Xxxxxx Xxxxxxx & Co., Inc. (available June 5, 1991) Act and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in must deliver a prospectus meeting the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such New Notes (other than a secondary resale transaction of an unsold allotment resulting from the original offering of the Notes). The Issuer, the Subsidiary Guarantors and the Initial Purchaser also acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing it is the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K Commission staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the New Notes, without naming the Participating Broker-Dealers or specifying the amount of New Notes owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Act in connection with resales are of Exchange New Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from their own accounts, so long as the Issuers or any Prospectus otherwise meets the requirements of their Affiliatesthe Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Agro Air Associates Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Company there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers to Consummate an Exchange Offer for such Initial Series A Notes. The Obligors each Issuers hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuers hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereoftime that it is Consummated, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ ' preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Broker- Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Initial Series A Notes acquired by such Holder directly from the Issuers or any of their AffiliatesCompany.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuer shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable its best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If If, due to a change in law or Commission policy after the date hereof, in the reasonable opinion of counsel to the Issuers Issuer there is a question as to whether the Exchange Offer is permitted by applicable lawfederal law or Commission policy, the Obligors each Issuer hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuer to Consummate an Exchange Offer for such Initial Old Notes. The Obligors each Issuer hereby agree agrees to pursue the issuance of such a no-action letter or favorable decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.staff
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersIssuer, prior to the Consummation thereofof the Exchange Offer, a written representation to the Issuers Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersIssuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange New Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Issuer's preparations for the Exchange Offer. Each Holder, including any Holder .
(iii) The Issuer and the Initial Purchaser acknowledge that is a Broker-Dealer, shall acknowledge and agree the staff of the Commission has taken the position that any broker-dealer that owns New Notes that were received by such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired broker-dealer for its own account in the Exchange Offer (1a "Participating Broker-Dealer") could not under Commission policy as in effect on may be deemed to be an "underwriter" within the date of this Agreement rely on the position meaning of the Commission enunciated in Xxxxxx Xxxxxxx & Co., Inc. (available June 5, 1991) Act and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in must deliver a prospectus meeting the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such New Notes (other than a secondary resale transaction of an unsold allotment resulting from the original offering of the Notes). The Issuer and the Initial Purchaser also acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing it is the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K Commission staff's position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the New Notes, without naming the Participating Broker-Dealers or specifying the amount of New Notes owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Act in connection with resales are of Exchange New Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from their own accounts, so long as the Issuers or any Prospectus otherwise meets the requirements of their Affiliatesthe Act.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, if required pursuant to Section 3(a) hereof, the Obligors Issuers shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Issuers hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers to Consummate an Exchange Offer for such Initial NotesTransfer Restricted Securities. The Obligors each Each of the Issuers hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Issuers hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. Notwithstanding the above in this clause (i), after the Exchange Date, the Issuers shall not be precluded from complying with the provision of Section 4 hereof and abandoning the requirement of this clause (i).
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of either of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Transfer Restricted Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 1 contract
Samples: Registration Rights Agreement (Ferrellgas Partners L P)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Company shall comply with all of the applicable provisions of Section 6(c) hereofbelow, shall use their commercially reasonable its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If If, following the date hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Issuers Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Obligors each Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company to Consummate an Exchange Offer for such Initial Notes. The Obligors each Company hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required level. In connection with the foregoing, the Company hereby agrees to take commercially unreasonable action to effect a change all such other actions as are requested by the Commission or otherwise required in connection with the issuance of Commission policy. The Obligors each hereby agreesuch decision, however, to including without limitation (A) participate participating in telephonic conferences with the Commission, (B) deliver delivering to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue pursuing a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereofof the Exchange Offer, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers or any of their Affiliates.Exchange
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers to Consummate an Exchange Offer for such Initial Series A Notes. The Obligors each Each of the Issuers hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Issuers hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuersany Issuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Series B Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Series B Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ ' preparations for the Exchange Offer. Each Holder, including by its acceptance of Series A Notes, shall be deemed to have acknowledged and agreed that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Series B Notes obtained by such Holder in exchange for Initial Series A Notes acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 1 contract
Samples: Registration Rights Agreement (Allied Holdings Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Issuers and the Guarantors hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers and the Guarantors to Consummate an the Exchange Offer for such Initial NotesSecurities. The Obligors each Each of the Issuers and the Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Issuers and the Guarantors hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an the Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate acquiring the Exchange Securities in its ordinary course of the Issuersbusiness, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and Offer, (C) it is acquiring not an “affiliate” (as defined in Rule 405 under the Securities Act) of the Issuers, and (D) if such Holder is a Broker-Dealer that will receive the Exchange Notes Securities in exchange for Initial Securities that were acquired for its ordinary course own account as a result of businessmarket-making activities or other trading activities, it will deliver a prospectus in connection with any resale of such Exchange Securities. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, each of the Obligors Issuers shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially its reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities Notes being sold in accordance with the intended method or methods of distribution thereof, thereof and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Issuers hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers to Consummate an Exchange Offer for such Initial Notes. The Obligors each Issuers hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuers hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities Notes shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that that
(A) it is not an Affiliate affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange New Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities Notes shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including Xxxxx & Xxxx LLP (available February 7, 1997), and any no-action letter obtained pursuant to clause (i) above), ) and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange New Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers.
(iii) Prior to the effectiveness of the Exchange Offer Registration Statement, to the extent required by the Commission, the Issuers shall provide a supplemental letter to the Commission (A) stating that the Issuers are registering the Exchange Offer in reliance on the position of the Commission enunciated in Exxon Capital Holdings Corporation (available May 13, 1988), Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991), Xxxxx & Wood LLP (available February 7, 1997) and, if applicable, any no-action letter obtained pursuant to clause (i) above and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Notes to be received in the Exchange Offer and that, to the best of their Affiliateseach of the Issuer’s information and belief, each Holder participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Notes received in the Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Sba Communications Corp)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each Issuers and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers and the Guarantors to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors each Each of the Issuers and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuers hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be maybe contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 1 contract
Samples: Registration Rights Agreement (C&G Investments, LLC)
Exchange Offer Registration Statement. In connection with the Exchange OfferOffers, the Obligors Issuer and the Guarantors shall comply with all of the provisions of Section 6(c) hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Issuer there is a question as to whether the Exchange Offer is Offers are permitted by applicable law, the Obligors each Issuer and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuer and the Guarantors to Consummate an the Exchange Offer Offers for such Initial NotesSecurities. The Obligors each Issuer and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuer and the Guarantors hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer Offers should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer Offers pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersIssuer, prior to the Consummation thereof, a written representation to the Issuers Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersIssuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer Offers and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Issuer’s preparations for the Exchange OfferOffers. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer Offers to participate in a distribution of the securities to be acquired in the Exchange Offer Offers (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuer.
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Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Company shall comply with all of the applicable provisions of Section 6(c) hereofbelow, shall use their commercially reasonable its best efforts to effect such exchange and to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If If, following the date hereof there has been published a change in Commission policy with respect to exchange offers such as the Exchange Offer, such that in the reasonable opinion of counsel to the Issuers Company there is a substantial question as to whether the Exchange Offer is permitted by applicable federal law, the Obligors each Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company to Consummate an Exchange Offer for such Initial Notes. The Obligors each Company hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required level. In connection with the foregoing, the Company hereby agrees to take commercially unreasonable action to effect a change such other actions as are requested by the Commission or otherwise required in connection with the issuance of Commission policy. The Obligors each hereby agreesuch decision, however, to including without limitation (A) participate participating in telephonic conferences with the Commission, (B) deliver delivering to the Commission staff an analysis prepared by counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue pursuing a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereofof the Exchange Offer, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersCompany, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Morgxx Xxxnxxx xxx Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include including, if applicable, any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers or any of their AffiliatesCompany.
Appears in 1 contract
Samples: Registration Rights Agreement (MGC Communications Inc)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Company and the Subsidiary Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If If, due to a change in law or Commission policy after the date hereof, in the reasonable opinion of special counsel to the Issuers Company there is a question as to whether the Exchange Offer is permitted by applicable lawfederal law or Commission policy, the Obligors each Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company and the Subsidiary Guarantors to Consummate an Exchange Offer for such Initial Old Notes. The Obligors each Company hereby agree agrees to pursue the issuance of such a no-action letter or favorable decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Company hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by special counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. The Initial Purchasers shall be given prior notice of any action taken by the Company under this clause (i).
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereofof the Exchange Offer, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersCompany or any of the Subsidiary Guarantors, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange New Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the IssuersCompany’ preparations for the Exchange Offer. Each Holder, including any Holder .
(iii) The Company and the Initial Purchasers acknowledge that is a Broker-Dealer, shall acknowledge and agree the staff of the Commission has taken the position that any broker-dealer that owns New Notes that were received by such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired broker-dealer for its own account in the Exchange Offer (1a “Participating Broker-Dealer”) could not under Commission policy as in effect on may be deemed to be an “underwriter” within the date of this Agreement rely on the position meaning of the Commission enunciated in Xxxxxx Xxxxxxx & Co., Inc. (available June 5, 1991) Act and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in must deliver a prospectus meeting the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such New Notes (other than a secondary resale transaction of an unsold allotment resulting from the original offering of the Notes). The Company and the Initial Purchasers also acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing it is the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K Commission staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the New Notes, without naming the Participating Broker-Dealers or specifying the amount of New Notes owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Act in connection with resales are of Exchange New Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from their own accounts, so long as the Issuers or any Prospectus otherwise meets the requirements of their Affiliatesthe Act.
Appears in 1 contract
Samples: Registration Rights Agreement (Independent Gasoline & Oil Co of Rochester)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers and the Guarantors shall comply with all of the applicable provisions of Section 6(c) hereof, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Obligors each hereby agree to Issuers and the Guarantors may, at their option, seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers and the Guarantors to Consummate an Exchange Offer for such Initial NotesSecurities. The Obligors In such event, each of the Issuers and the Guarantors hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Each of the Issuers and the Guarantors hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.]
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Mxxxxx Sxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes Securities obtained by such Holder in exchange for Initial Notes Securities acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Company and the Subsidiary Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If If, due to a change in law or Commission policy after the date hereof, in the reasonable opinion of special counsel to the Issuers Company there is a question as to whether the Exchange Offer is permitted by applicable lawfederal law or Commission policy, the Obligors each Company hereby agree agrees to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Company and the Subsidiary Guarantors to Consummate an Exchange Offer for such Initial Old Notes. The Obligors each Company hereby agree agrees to pursue the issuance of such a no-action letter or favorable decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Company hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by special counsel to the Issuers Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution (which need not be favorable) by the Commission staff of such submission. The Initial Purchasers shall be given prior notice of any action taken by the Company under this clause (i).
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersCompany, prior to the Consummation thereofof the Exchange Offer, a written representation to the Issuers Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersCompany or any of the Subsidiary Guarantors, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange New Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange New Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the IssuersCompany’ preparations for the Exchange Offer. Each Holder, including .
(iii) The Company and the Initial Purchasers acknowledge that the staff of the Commission has taken the position that any Holder broker-dealer that is a owns New Notes that were received by such Broker-Dealer, shall acknowledge and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired Dealer for its own account in the Exchange Offer (1a “Participating Broker-Dealer”) could not under Commission policy as in effect on may be deemed to be an “underwriter” within the date of this Agreement rely on the position meaning of the Commission enunciated in Xxxxxx Xxxxxxx & Co., Inc. (available June 5, 1991) Act and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in must deliver a prospectus meeting the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of such New Notes (other than a secondary resale transaction of an unsold allotment resulting from the original offering of the Old Notes). The Company and the Initial Purchasers also acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing it is the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K Commission staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the New Notes, without naming the Participating Broker-Dealers or specifying the amount of New Notes owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Act in connection with resales are of Exchange New Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from their own accounts, so long as the Issuers or any Prospectus otherwise meets the requirements of their Affiliatesthe Act.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuer and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable respective best efforts to effect such exchange to permit the sale of Broker-Dealer Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers Issuer there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Issuer and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuer and the Guarantors to Consummate an Exchange Offer for such Initial Notes. The Obligors each Issuer and the Guarantors hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors each Issuer and the Guarantors hereby agree, however, to (A) participate in telephonic conferences with the CommissionCommission staff, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers Issuer setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the IssuersIssuer, prior to the Consummation thereof, a written representation to the Issuers Issuer (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the IssuersIssuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ Issuer's preparations for the Exchange Offer. Each Holder, including any Holder that is a Broker-Dealer, shall acknowledge and agree that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers or any of their AffiliatesIssuer.
Appears in 1 contract
Exchange Offer Registration Statement. In connection with the Exchange Offer, each of the Obligors Issuers and each of the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable best efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable lawlaw and it is advisable to do so, the Obligors each Issuers and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers and the Guarantors to Consummate an Exchange Offer for such Initial Notes. The Obligors Issuers and the Guarantors each hereby agree to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors Issuers and the Guarantors each hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuers, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ preparations for the Exchange Offer. Each Holder, including any Holder that is a Broker-Dealer, shall acknowledge and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers or any of their AffiliatesIssuers.
Appears in 1 contract
Samples: Registration Rights Agreement (ReAble Therapeutics Finance LLC)
Exchange Offer Registration Statement. In connection with the Exchange Offer, the Obligors Issuers and the Guarantors shall comply with all of the provisions of Section 6(c) hereofbelow, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:
(i) If in the reasonable opinion of counsel to the Issuers there is a question as to whether the Exchange Offer is permitted by applicable law, the Obligors each Issuers and the Guarantors hereby agree to seek a no-action letter or other favorable decision from the Commission allowing the Obligors Issuers and the Guarantors to Consummate an Exchange Offer for such Initial Notes. The Obligors Issuers and the Guarantors each hereby agree agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Obligors Issuers and the Guarantors each hereby agreeagrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Issuers setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.
(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Issuers, prior to the Consummation thereof, a written representation to the Issuers (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an Affiliate affiliate of the Issuerseither Issuer, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person person to participate in, a distribution (within the meaning of the Securities Act) of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Issuers’ ' preparations for the Exchange Offer. Each Holder, including Holder hereby acknowledges and agrees that any Holder that is a Broker-Dealer, shall acknowledge Dealer and agree that any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Xxxxxx Xxxxxxx & and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Issuers or any of their Affiliateseither Issuer.
Appears in 1 contract
Samples: Registration Rights Agreement (Valor Communications Group Inc)