Exchange Offer Registration. The Company shall (A) file with the SEC on or prior to the 90th day after the Closing Time an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for a like aggregate principal amount of Exchange Securities, (B) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC no later than the 180th day after the Closing Time, (C) use its reasonable best efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to consummate the Exchange Offer no later than 45 days after the effective date of the Exchange Offer Registration Statement. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities in the ordinary course of such Holder's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing such Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act or under the securities or blue sky laws of the states of the United States. In connection with the Exchange Offer, the Company shall: (i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (ii) keep the Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities; (iii) use the services of a depositary with an address in the Borough of Manhattan, The City of New York for the Exchange Offer; (iv) permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing its election to have such Securities exchanged; (v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and (vi) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close of the Exchange Offer, the Company shall: (i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto; (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the Company; and (iii) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities so accepted for exchange equal in principal amount to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security and each Private Exchange Security (if any) will accrue from the last date on which interest was paid or duly provided for on the Securities surrendered in exchange therefor or, if no interest has been paid or duly provided for on such Securities, from the Interest Accrual Date. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff of the SEC, (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and (iii) that the Holders tender the Registrable Securities to the Company in accordance with the Exchange Offer. Each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer will be required to represent that (i) it is not an affiliate (as defined in Rule 405 under the 1933 Act) of the Company, (ii) any Exchange Securities to be received xx xx xxll be acquired in the ordinary course of business and (iii) it has no arrangement with any Person to participate in the distribution (within the meaning of the 1933 Act) of the Exchange Securities, and shall be required to make suxx xxxxx representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act available. To the extent permitted by law, the Company shall inform the Initial Purchasers of the names and addresses of the Holders of Securities to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such Securities, and the Initial Purchasers shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (North Fork Bancorporation Inc)
Exchange Offer Registration. The To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its best efforts to (A) file with the SEC on or prior to the 90th day within 30 days after the Closing Time date hereof an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities Notes for a like aggregate principal amount of Exchange SecuritiesNotes, (B) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC no later than the 180th day within 90 days after the Closing Timedate hereof, (C) use its reasonable best efforts to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to consummate the Exchange Offer no later than 45 within 120 days after following the effective date of hereof. The Exchange Notes will be issued under the Exchange Offer Registration StatementIndenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f)) eligible and electing to exchange Registrable Securities Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities Notes in the ordinary course of such Holder's business and has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing such the Exchange SecuritiesNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act or and without material restrictions under the securities or blue sky laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall:
(i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Exchange Offer open for not less than 20 30 business days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities(or longer if required by applicable law);
(iii) use the services of a depositary with an address in the Borough of Manhattan, The City of New York Depositary for the Exchange OfferOffer with respect to Notes evidenced by global certificates;
(iv) permit Holders to withdraw tendered Registrable Securities Notes at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Notes delivered for exchange, and a statement that such Holder is withdrawing its his election to have such Securities Notes exchanged;
(v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and
(viv) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange all Registrable Securities Notes duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;
; (ii) ii deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities Notes so accepted for exchange by the Company; and
(iii) cause the Trustee promptly to authenticate and deliver Exchange Securities Notes to each Holder of Registrable Securities so accepted for exchange Notes equal in principal amount to the principal amount of the Registrable Securities Notes of such Holder so accepted for exchange. Interest on each Exchange Security and each Private Exchange Security (if any) Note will accrue from the last date on which interest was paid or duly provided for on the Securities Registrable Notes surrendered in exchange therefor or, if no interest has been paid or duly provided for on such Securitiesthe Registrable Notes, from the Interest Accrual DateOctober 7, 1996. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff Staff of the SEC, (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and (iii) that the Holders tender the Registrable Securities to the Company in accordance with the Exchange Offer. Each Holder of Registrable Securities Notes (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities Notes for Exchange Securities Notes in the Exchange Offer will be required to represent shall have represented that (i) it is not an affiliate (as defined in Rule 405 under the 1933 Act0000 Xxx) of the Company, (ii) it is not a broker-dealer tendering Notes acquired directly from the Company or if it is such a broker-dealer, it will comply with the registration and prospectus delivery requirements of the 1933 Act to the extent applicable, (iii) any Exchange Securities Notes to be received xx xx xxll be by it were acquired in the ordinary course of business and business, (iiiiv) at the time of the commencement of the Exchange Offer it has no arrangement with any Person person to participate in the distribution (within the meaning of the 1933 Act0000 Xxx) of the Exchange Securities, Notes and shall be required to (v) it is not acting on behalf of any person who could not make suxx xxxxx the representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act availablein clauses (i) through (iv). To the extent permitted by law, the The Company shall inform the Initial Purchasers of the names and addresses of the Holders of Securities to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such Securitiesmade, and the Initial Purchasers shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities Notes in the Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Genesis Health Ventures Inc /Pa)
Exchange Offer Registration. The Company and the Guarantors shall for the benefit of the Holders of the Notes and at their own expense (A) file with the SEC on or prior to the 90th day after within 90 calendar days of the Closing Time Date an Exchange Offer Registration Statement covering with the offer by the Company SEC with respect to the Holders Exchange Offer to exchange all of the Registrable Securities Notes for a like aggregate principal amount of Exchange SecuritiesNotes, (B) use its their reasonable best efforts to cause such the Exchange Offer Registration Statement to be declared effective by the SEC no later than under the 180th day 1933 Act within 180 calendar days after the Closing TimeDate, (C) use its reasonable best efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to consummate the Exchange Offer no later than 45 within 210 calendar days after the effective date of the Exchange Offer Registration StatementClosing Date. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers) eligible and electing to exchange Registrable Securities Notes for Exchange Securities Notes (assuming that such Holder (i) is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, (ii) acquires the Exchange Securities Notes in the ordinary course of such Holder's business and (iii) has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing such the Exchange SecuritiesNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act or and without material restrictions under the securities or blue sky laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company and the Guarantors shall:
(i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Exchange Offer open for not less than at least 20 business days (or longer, longer if required by applicable law) after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange SecuritiesHolders;
(iii) use the services of a depositary with an address in the Borough of Manhattan, The City of New York Depositary for the Exchange OfferOffer with respect to Notes evidenced by global certificates;
(iv) permit Holders to withdraw tendered Registrable Securities Notes at any time prior to the close of business5:00 p.m., New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Notes delivered for exchange, and a statement that such Holder is withdrawing its election to have such Securities Notes exchanged;
(v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and
(viv) otherwise comply in all material respects with all applicable federal and state laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange all Registrable Securities Notes duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities Notes so accepted for exchange by the Company; and
(iii) cause the Trustee promptly to authenticate and deliver Exchange Securities Notes to each Holder of Registrable Securities so accepted for exchange Notes equal in principal amount to the principal amount of the Registrable Securities Notes of such Holder so accepted for exchange. Interest will accrue on each Exchange Security and each Private Exchange Security (if any) will accrue Note exchanged for a Registrable Note from the last date on which interest was paid or duly provided for on the Securities Notes surrendered in exchange therefor or, if therefor. If no interest has been paid or duly provided for on the Notes, such Securities, interest will accrue from the Interest Accrual Closing Date. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff of the SEC, SEC and (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability due tendering of the Company to proceed with the Exchange Offer, and (iii) that the Holders tender the Registrable Securities to the Company Notes in accordance with the Exchange Offer. Each Holder of Registrable Securities Notes (other than Participating Broker-DealersDealers and other specified holders) who wishes to exchange such Registrable Securities Notes for Exchange Securities Notes in the Exchange Offer will be required to represent (a) shall have represented that (iI) it is not an affiliate (as defined in Rule 405 under the 1933 Act0000 Xxx) of the CompanyCompany or any Guarantor or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the 1933 Act, (iiII) any Exchange Securities Notes to be received xx xx xxll be by it were acquired in the ordinary course of business and its business, (iiiIII) at the time of the commencement of the Exchange Offer it has had no arrangement with any Person person to participate in the distribution (within the meaning of the 1933 Act0000 Xxx) of the Exchange Securities, Notes and (b) shall be required to make suxx xxxxx have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act available. To the extent permitted by law, the The Company shall inform the Initial Purchasers of the names and addresses of the Holders of Securities to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such Securitiesmade, and the Initial Purchasers shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities Notes in the Exchange Offer. The Company shall make available for a period of up to 90 days after consummation of the Exchange Offer a prospectus meeting the requirements of the 1933 Act to any Participating Broker-Dealer which acquired the Notes for its own account as a result of market making or other trading activities and any other persons, if any, with similar prospectus delivery requirements, for use in connection with any resale of Exchange Notes. A Participating Broker-Dealer or any other person that delivers such a prospectus to purchasers in connection with such resales shall be subject to certain of the civil liability provisions under the 1933 Act and shall be bound by the provisions of this Agreement (including certain indemnification rights and obligations thereunder).
Appears in 1 contract
Samples: Registration Rights Agreement (Rockwood Specialties Group Inc)
Exchange Offer Registration. The To the extent not prohibited by any applicable law or applicable interpretation of the Staff, the Company shall (A) file with the SEC on or prior to the 90th day within 90 days after the Closing Time Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities Certificates for a like aggregate principal amount of Exchange SecuritiesCertificates, (B) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC no later than the 180th day within 180 days after the Closing TimeDate, (C) use its reasonable best efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to consummate the Exchange Offer no later than 45 within 210 days after the effective date of the Exchange Offer Registration StatementClosing Date. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers) eligible and electing to exchange Registrable Securities Certificates for Exchange Securities Certificates (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities Certificates in the ordinary course of such Holder's business and has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing such the Exchange SecuritiesCertificates) to trade such Exchange Securities Certificates from and after their receipt without any limitations or restrictions under the 1933 Act or and without material restrictions under the securities or blue sky laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall or shall direct the Trustees to and the Trustee shall:
(i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) Business Days after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities(or longer if required by applicable law);
(iii) use the services of a depositary with an address in the Borough of Manhattan, The City of New York DTC for the Exchange OfferOffer with respect to Initial Certificates evidenced by global certificates;
(iv) permit Holders to withdraw tendered Registrable Securities Certificates at any time prior to the close of business, New York City time, on the last business day Business Day on which the Exchange Offer shall remain open, by sending delivering to the institution specified in the Prospectus or the related letter of transmittal or related documents notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Certificates delivered for exchange, and a statement that such Holder is withdrawing its election to have such Securities Registrable Certificates exchanged;
(v) notify each Holder use its reasonable best efforts to ensure that (i) any Registrable Security Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not tendered will remain outstanding misleading and continue (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to accrue interestsuch Prospectus (as amended or supplemented from time to time), but will not retain any rights under this Agreement (except in does not, prior to the case consummation of the Initial Purchasers and Participating Broker-Dealers as provided herein)Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading; and
(vi) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close of the Exchange Offer, the Company shall or shall direct the Trustees to and the Trustees shall:
(i) accept for exchange all Registrable Securities Certificates duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;
(ii) deliver, cancel or cause to be delivered, to the Trustee for cancellation canceled all Registrable Securities Certificates so accepted for exchange by the Company; and
(iii) promptly cause the Trustee promptly to authenticate be authenticated and deliver delivered Exchange Securities Certificates to each Holder of Registrable Securities so accepted for exchange Certificates equal in principal amount to the principal amount of the Registrable Securities Certificates of such Holder so accepted for exchange. Interest on each Exchange Security and each Private Exchange Security (if any) Certificate will accrue from the last date on which interest was paid or duly provided for on the Securities Registrable Certificates surrendered in exchange therefor or, if no interest has been paid or duly provided for on such Securitiesthe Registrable Certificates, from the Interest Accrual Closing Date. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff of the SEC, (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and (iii) that the Holders tender the Registrable Securities to the Company in accordance with the Exchange OfferStaff. Each Holder of Registrable Securities Certificates (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities Certificates for Exchange Securities Certificates in the Exchange Offer will be required to shall represent that (i) it is not an affiliate (as defined in "affiliate" of the Company or the Trustee within the meaning of Rule 405 under the 1933 Act) of the Company, (ii) any Exchange Securities Certificates to be received xx xx xxll be by it were acquired in the ordinary course of business and (iii) it has no arrangement with any Person to participate in the distribution (within the meaning of the 1933 Act) of the Exchange Securities, and shall be required to make suxx xxxxx representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act available. To the extent permitted by law, the Company shall inform the Initial Purchasers of the names and addresses of the Holders of Securities to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such Securities, and the Initial Purchasers shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities in the Exchange OfferCertificates.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Amtran Inc)
Exchange Offer Registration. The To the extent not prohibited by law (including, without limitation, any applicable interpretation of the staff of the SEC), the Company shall use its reasonable best efforts (Ai) to file with the SEC on or prior to the 90th day within 45 days after the Closing Time Date an Exchange Offer Registration Statement covering the offer by the Company to the Note Holders to exchange all of the Registrable Securities Notes (except Registrable Notes held by an Initial Purchaser and acquired directly from the Company if such Initial Purchaser is not permitted, in the reasonable opinion of counsel to the Initial Purchasers, pursuant to applicable law or SEC interpretation, to participate in the Exchange Offer) for a like aggregate principal amount of Exchange SecuritiesNotes, (Bii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC no later than the 180th day within 105 days after the Closing TimeDate, (Ciii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (Div) use its reasonable best efforts to consummate the Exchange Offer no later than 45 within 180 days after following the effective date of Closing Date. The Exchange Notes will be issued under the Exchange Offer Registration StatementIndenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Note Holder eligible (other than Participating Broker-Dealers (as defined in Section 4(f) hereof) and broker-dealers who purchased Notes directly from the Company to resell pursuant to Rule 144A or any other available exemption under the 1933 Xxx) xxigible and electing to exchange Registrable Securities Notes for Exchange Securities Notes (assuming that such Note Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 ActCompany, acquires the Exchange Securities Notes in the ordinary course of such Note Holder's business and has no arrangements or understandings with any Person person to participate in the distribution (within the meaning of the 1933 Xxx) xx Exchange Offer for the purpose of distributing such Exchange SecuritiesNotes) to trade or sell such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act or and without material restrictions under the securities or blue sky laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall:
(iA) promptly mail to each Note Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(iiB) keep the Exchange Offer open for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Note Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities(or longer if required by applicable law);
(iiiC) use the services of a depositary with an address in the Borough of Manhattan, The City of New York Depositary for the Exchange Offer;
(ivD) permit Note Holders to withdraw tendered Registrable Securities Notes at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Note Holder, the principal amount of Registrable Securities Notes delivered for exchange, exchange and a statement that such Note Holder is withdrawing its his election to have such Securities Notes exchanged;
(v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and
(viE) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the Company; and
(iii) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities so accepted for exchange equal in principal amount to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security and each Private Exchange Security (if any) will accrue from the last date on which interest was paid or duly provided for on the Securities surrendered in exchange therefor or, if no interest has been paid or duly provided for on such Securities, from the Interest Accrual Date. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff of the SEC, (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and (iii) that the Holders tender the Registrable Securities to the Company in accordance with the Exchange Offer. Each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer will be required to represent that (i) it is not an affiliate (as defined in Rule 405 under the 1933 Act) of the Company, (ii) any Exchange Securities to be received xx xx xxll be acquired in the ordinary course of business and (iii) it has no arrangement with any Person to participate in the distribution (within the meaning of the 1933 Act) of the Exchange Securities, and shall be required to make suxx xxxxx representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act available. To the extent permitted by law, the Company shall inform the Initial Purchasers of the names and addresses of the Holders of Securities to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such Securities, and the Initial Purchasers shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Chesapeake Energy Corp)
Exchange Offer Registration. The Company shall Issuers shall, at their own expense, unless any changes in the law or the applicable interpretations of the staff of the SEC do not permit the Issuers to effect the Exchange Offer, (Ai) file with the SEC on or prior to the 90th day within 120 days after the Closing Time Issue Date an Exchange Offer Registration Statement covering the offer by the Company Issuers to the Holders to exchange all of the Registrable Securities Notes for a like aggregate principal amount of Exchange SecuritiesNotes, (Bii) use its their reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC no later than the 180th day within 250 days after the Closing TimeIssue Date, (Ciii) use its reasonable best efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (Div) to use its their reasonable best efforts to consummate the Exchange Offer no later than 45 within 280 days after following the effective date of the Exchange Offer Registration StatementIssue Date. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers) eligible and electing to exchange Registrable Securities Notes for Exchange Securities Notes (assuming that such Holder (i) is not an affiliate of the Company any Issuer within the meaning of Rule 405 under the 1933 Act, (ii) acquires the Exchange Securities Notes in the ordinary course of such Holder's business and (iii) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing such the Exchange SecuritiesNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act or and without material restrictions under the securities or blue sky laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company Issuers shall:
(i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Exchange Offer open for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities(or longer if required by applicable law);
(iii) use the services of a depositary with an address in the Borough of Manhattan, The City of New York Depositary for the Exchange OfferOffer with respect to Securities evidenced by global certificates;
(iv) permit Holders to withdraw tendered Registrable Securities Notes at any time prior to the close of business, 5:00 P.M. New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing its election to have such Securities exchanged;
(v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and
(viv) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close of the Exchange Offer, the Company Issuers shall:
(i) accept for exchange all Registrable Securities Notes duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities Notes so accepted for exchange by the CompanyIssuers; and
(iii) cause the Trustee promptly to authenticate and deliver Exchange Securities Notes to each Holder of Registrable Securities so accepted for exchange Notes equal in principal amount to the principal amount of the Registrable Securities Notes of such Holder so accepted for exchange. Interest will accrue on each Exchange Security and each Private Exchange Security (if any) will accrue Note exchanged for a Registrable Note, from the last date on which interest was paid or duly provided for on the Securities surrendered in exchange therefor or, if therefor. If no interest has been paid or duly provided for on such the Securities, such interest will accrue from the Interest Accrual DateNovember 26, 2002. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff of the SEC, and (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability due tendering of the Company to proceed with the Exchange Offer, and (iii) that the Holders tender the Registrable Securities to the Company Notes in accordance with the Exchange Offer. Each Holder of Registrable Securities Notes (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities Notes for Exchange Securities Notes in the Exchange Offer will be required to shall represent that (i) it is not an affiliate (as defined in Rule 405 under the 1933 Act) of any Issuer or, if it is such an affiliate, it will comply xxxx xxe registration and prospectus delivery requirements of the Company1933 Act to the extent applicable, (ii) any Exchange Securities Notes to be received xx xx xxll by it will be acquired in the ordinary course of business and business, (iii) at the time of the commencement of the Exchange Offer it has no arrangement with any Person to participate in the distribution (within the meaning of the 1933 Act) of the Exchange Securities, Notes and (iv) it is not acting on behalf of xxx Xxxson who could not make the representations in clauses (i) through (iii) and shall be required to make suxx xxxxx have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act available. To If requested by the extent permitted by lawInitial Purchasers, the Company shall inform the Initial Purchasers of the names and addresses of the Holders of Securities to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such Securitiesmade, and the Initial Purchasers shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities Notes in the Exchange Offer.
Appears in 1 contract
Exchange Offer Registration. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company and the Guarantor shall (A) file with the SEC on or prior to the 90th day within 150 calendar days after the Closing Time Date, an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for a like aggregate principal amount of Exchange Securities, (B) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC no later than the 180th day within 210 calendar days after the Closing TimeDate, (C) use its reasonable best efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to consummate the Exchange Offer no later than 45 within 240 calendar days after the effective date of Closing Date. The Exchange Securities will be issued under the Exchange Offer Registration StatementIndenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantor shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder is not an affiliate Affiliate of the Company within or the meaning of Rule 405 under the 1933 ActGuarantor, acquires the Exchange Securities in the ordinary course of such Holder's business and has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing such the Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act or and without material restrictions under the securities or blue sky laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company and the Guarantor shall:
(i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Exchange Offer open for not less than 20 business days (or longer, longer if required by applicable lawfederal and state securities laws) after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange SecuritiesHolders;
(iii) use the services of a depositary with an address in the Borough of Manhattan, The City of New York Depositary for the Exchange OfferOffer with respect to Securities evidenced by global certificates;
(iv) permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business5:00 p.m., New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing its election to have such Securities exchanged;
(v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and
(viv) otherwise comply in all material respects with all applicable federal and state securities laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close of the Exchange Offer, the Company and the Guarantor shall:
(i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the CompanyCompany and the Guarantor; and
(iii) use its best efforts to cause the Trustee to promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities so accepted for exchange equal in principal amount to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security and each Private Exchange Security (if any) will accrue from the last date on which interest was paid or duly provided for on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid or duly provided for on such the Registrable Securities, from the Interest Accrual Closing Date. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff of the SEC, (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgmentjudgment of the Company or the Guarantor, would reasonably be expected to impair the ability of the Company and the Guarantor to proceed with the Exchange Offer, (iii) that no law, rule or regulation or applicable interpretations of the staff of the SEC has been issued or promulgated which, in the good faith determination of the Company or the Guarantor, does not permit the Company and the Guarantor to effect the Exchange Offer and (iiiiv) that the Holders tender the Registrable Securities to the Company in accordance with the Exchange Offer. Each As a condition to participating in the Exchange Offer, each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer will be required shall have represented in writing to represent the Company that at the time of consummation of the Exchange Offer (i) it is not an affiliate (as defined in Rule 405 under the 1933 Act) Affiliate of the CompanyCompany or the Guarantor or, if it is an Affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act, to the extent applicable, (ii) any Exchange Securities to be received xx xx xxll by it will be acquired in the ordinary course of business and business, (iii) at the time of the commencement of the Exchange Offer, it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the 1933 Securities Act) of the Securities or the Exchange Securities, (iv) it is not acting on behalf of any person who could not truthfully make the foregoing representations and (v) it shall be required to make suxx xxxxx have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Securities Act availableavailable or for the Exchange Offer Registration Statement to be declared effective. To the extent permitted by law, the Company and the Guarantor shall inform the Initial Purchasers of the names and addresses of the Holders of Securities to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such Securities, and the Initial Purchasers shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Delhaize America Inc)
Exchange Offer Registration. The Company To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Issuers at their cost, shall use their best efforts (A) to file within 90 days after the Original Issue Date with the SEC on or prior to the 90th day after the Closing Time an Exchange Offer Registration Statement covering the offer by the Company Issuers to the Holders to exchange all of the Registrable Securities Notes for a like aggregate principal amount of Exchange SecuritiesNotes, (B) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC no later than the 180th day within 180 days after the Closing TimeOriginal Issue Date, (C) use its reasonable best efforts to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to consummate the Exchange Offer no later than 45 within 210 days after the effective date of Original Issue Date. The Exchange Notes will be issued under the Exchange Offer Registration StatementIndenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Securities Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Company Issuers within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities Notes in the ordinary course of such Holder's business and has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing such the Exchange SecuritiesNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act or and without material restrictions under the securities or blue sky laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company Issuers shall:
(i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Exchange Offer open for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities(or longer if required by applicable law);
(iii) use the services of a depositary with an address in the Borough of Manhattan, The City of New York Depositary for the Exchange OfferOffer with respect to Initial Notes evidenced by global certificates;
(iv) permit Holders to withdraw tendered Registrable Securities Notes at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Notes delivered for exchange, and a statement that such Holder is withdrawing its his election to have such Securities Registrable Notes exchanged;
(v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and
(viv) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close of the Exchange Offer, the Company Issuers shall:
(i) accept for exchange all Registrable Securities Notes duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities Notes so accepted for exchange by the CompanyIssuers; and
(iii) cause the Trustee promptly to authenticate and deliver Exchange Securities Notes to each Holder of Registrable Securities so accepted for exchange Notes equal in principal amount to the principal amount of the Registrable Securities Notes of such Holder so accepted for exchange. Interest on each Exchange Security and each Private Exchange Security (if any) Note will accrue from the last payment date on which interest was paid or duly provided for on the Securities Registrable Notes surrendered in exchange therefor or, if no interest has been paid or duly provided for on such Securitiesthe Registrable Notes, from the Interest Accrual Original Issue Date. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff Staff of the SEC, (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and (iii) that the Holders tender the Registrable Securities to the Company in accordance with the Exchange Offer. Each Holder of Registrable Securities Notes (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities Notes for Exchange Securities Notes in the Exchange Offer will be required to represent that (i) it is not an affiliate (as defined in Rule 405 under the 1933 Act) of the CompanyIssuers, (ii) any Exchange Securities Notes to be received xx xx xxll be by it were acquired in the ordinary course of business and (iii) at the time of the commencement of the Exchange Offer it has no arrangement with any Person person to participate in the distribution (within the meaning of the 1933 Act0000 Xxx) of the Exchange Securities, and shall be required to make suxx xxxxx representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act availableNotes. To the extent permitted by law, the Company The Issuers shall inform the Initial Purchasers of the names and addresses of the Holders of Securities to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such Securitiesmade, and the Initial Purchasers shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities Notes in the Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Bear Island Finance Co Ii)
Exchange Offer Registration. The To the extent not prohibited by any change in law or applicable interpretations thereof by the staff of the SEC, the Company shall (A) file with the SEC on or prior to the 90th 120th day after the Closing Time an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for a like aggregate principal amount of Exchange Securities, (B) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC no later than the 180th day after the Closing Time, (C) use its reasonable best efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) will use its reasonable best efforts to consummate the Exchange Offer no later than 45 days after the effective date of the Exchange Offer Registration Statement. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming provided that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities in the ordinary course of such Holder's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing such Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act or under the securities or blue sky laws of the states of the United StatesStates other than requiring transfers in multiples of $1,000. In connection with the Exchange Offer, the Company shall:
(i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Exchange Offer open for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities;
(iii) use the services of a depositary with an address in the Borough of Manhattan, The City of New York for the Exchange Offer;
(iv) permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing its election to have such Registrable Securities exchanged;
(v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers Purchaser and Participating Broker-Dealers as provided herein); and
(vi) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) thereof issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close expiration of the Exchange Offer, the Company shall:
(i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the Company; and
(iii) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities so accepted for exchange equal in principal amount to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security and each Private Exchange Security (if any) will accrue from the last date on which interest was paid or duly provided for on the Securities Notes surrendered in exchange therefor or, if no interest has been paid or duly provided for on such SecuritiesNotes, from the Interest Accrual Date. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff of the SEC, (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and (iii) that the Holders tender the Registrable Securities to the Company in accordance with the Exchange Offer. Each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer will be required to represent that (i) it is not an affiliate (as defined in Rule 405 under the 1933 Act0000 Xxx) of the Company, (ii) any Exchange Securities to be received xx xx xxll by it will be acquired in the ordinary course of business and (iii) it has no arrangement with any Person to participate in the distribution (within the meaning of the 1933 Act0000 Xxx) of the Exchange Securities, and shall be required to make suxx xxxxx such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act available. To the extent permitted by law, the Company shall inform the Initial Purchasers Purchaser of the names and addresses of the Holders of Securities Notes to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such SecuritiesNotes, and the Initial Purchasers Purchaser shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Selective Insurance Group Inc)
Exchange Offer Registration. The To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall use its best efforts (A) to file with the SEC on or prior to the 90th day within 45 days after the Closing Time Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities Notes for a like aggregate principal amount of Exchange SecuritiesNotes, (B) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC no later than the 180th day within 60 days after the Closing Timedate of filing of such Exchange Offer Registration Statement, (C) use its reasonable best efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to consummate the Exchange Offer no later than 45 within 30 days after the effective date of the such Exchange Offer Registration StatementStatement is declared effective. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f) hereof)) eligible and electing to exchange Registrable Securities Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities Notes in the ordinary course of such Holder's business and has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing such the Exchange SecuritiesNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act or and without material restrictions under the securities or blue sky laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall:
(i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Exchange Offer open for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities(or longer if required by applicable law);
(iii) use the services of a depositary with an address in the Borough of Manhattan, The City of New York Depositary for the Exchange OfferOffer with respect to Initial Notes evidenced by global certificates;
(iv) permit Holders to withdraw tendered Registrable Securities Notes at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Notes delivered for exchange, and a statement that such Holder is withdrawing its his election to have such Securities Registrable Notes exchanged;
(v) notify each Holder use its best efforts to ensure that (i) any Registrable Security Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not tendered will remain outstanding misleading and continue (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to accrue interestsuch Prospectus (as amended or supplemented from time to time), but will does not retain any rights under this Agreement (except include an untrue statement of a material fact or omit to state a material fact necessary in order to make the case statements, in light of the Initial Purchasers and Participating Broker-Dealers as provided herein)circumstances under which they were made, not misleading; and
(vi) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange all Registrable Securities Notes duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;
(ii) deliver, cancel or cause to be delivered, to the Trustee for cancellation cancelled all Registrable Securities Notes so accepted for exchange by the Company; and
(iii) promptly cause the Trustee promptly to authenticate be authenticated and deliver delivered Exchange Securities Notes to each Holder of Registrable Securities so accepted for exchange Notes equal in principal amount to the principal amount of the Registrable Securities Notes of such Holder so accepted for exchange. Interest on each Exchange Security and each Private Exchange Security (if any) Note will accrue from the last date on which interest was paid or duly provided for on the Securities Registrable Notes surrendered in exchange therefor or, if no interest has been paid or duly provided for on such Securitiesthe Registrable Notes, from the Interest Accrual Closing Date. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff Staff of the SEC, (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and (iii) that the Holders tender the Registrable Securities to the Company in accordance with the Exchange Offer. Each Holder of Registrable Securities Notes (other than Participating Broker-Dealers, as hereinafter defined) who wishes to exchange such Registrable Securities Notes for Exchange Securities Notes in the Exchange Offer will be required to shall represent that (i) it is not an affiliate (as defined in of the Company within the meaning of Rule 405 under the 1933 Act) of the Company, (ii) any Exchange Securities Notes to be received xx xx xxll be by it were acquired in the ordinary course of business and (iii) it has no arrangement with any Person to participate in the distribution (within the meaning of the 1933 Act1000 Xxx) of the Exchange Securities, and shall be required to make suxx xxxxx representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act available. To the extent permitted by law, the Company shall inform the Initial Purchasers of the names and addresses of the Holders of Securities to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such Securities, and the Initial Purchasers shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities in the Exchange OfferNotes.
Appears in 1 contract
Samples: Registration Rights Agreement (Continental Airlines Inc /De/)
Exchange Offer Registration. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company and the Subsidiary Guarantors shall (A) file with the SEC on or prior to the 90th day within 60 days after the Closing Time an Exchange Offer Registration Statement covering the offer by the Company and the Subsidiary Guarantors to the Holders to exchange Exchange Notes for all of the Registrable Securities for a like aggregate principal amount of Exchange SecuritiesNotes, (B) use its reasonable their best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC no later than the 180th day within 365 days after the Closing Time, (C) use its reasonable their best efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its reasonable their best efforts to consummate the Exchange Offer no later than within 45 days after following the effective date of effectiveness of the Exchange Offer Registration Statement. The Exchange Notes will be issued under the Indentures. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Subsidiary Guarantors shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Securities Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities Notes in the ordinary course of such Holder's business and has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing such the Exchange SecuritiesNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act or and without material restrictions under the securities or blue sky laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company and the Subsidiary Guarantors shall:
(i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities(or longer if required by applicable law);
(iii) use the services of a depositary with an address in the Borough of Manhattan, The City of New York Depositary for the Exchange OfferOffer with respect to Notes evidenced by global certificates;
(iv) permit Holders to withdraw tendered Registrable Securities Notes at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Notes delivered for exchange, and a statement that such Holder is withdrawing its election to have such Securities Notes exchanged;; and
(v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and
(vi) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close of the Exchange Offer, the Company and the Subsidiary Guarantors shall:
(i) accept for exchange all Registrable Securities Notes duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities Notes so accepted for exchange by the CompanyCompany and the Subsidiary Guarantors; and
(iii) cause the Trustee promptly to authenticate and deliver Exchange Securities Notes to each Holder of Registrable Securities so accepted for exchange Notes equal in principal amount to the principal amount of the Registrable Securities Notes of such Holder so accepted for exchange. Interest on each Exchange Security and each Private Exchange Security (if any) Note will accrue from the last date on which interest was paid or duly provided for on the Securities Registrable Notes surrendered in exchange therefor or, if no interest has been paid or duly provided for on such Securitiesthe Registrable Notes, from the Interest Accrual DateJuly 9, 1997. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff of the SEC, (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and (iii) that the Holders tender the Registrable Securities to the Company in accordance with the Exchange Offer. Each Holder of Registrable Securities Notes (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities Notes for Exchange Securities Notes in the Exchange Offer will be required to represent shall have represented that (i) it is not an affiliate (as defined in Rule 405 under the 1933 Act0000 Xxx) of the Company, (ii) any Exchange Securities Notes to be received xx xx xxll be by it were acquired in the ordinary course of business and business, (iii) at the time of the commencement of the Exchange Offer it has no arrangement with any Person person to participate in the distribution (within the meaning of the 1933 Act0000 Xxx) of the Exchange Securities, Notes and shall be required to (iv) it is not acting on behalf of any person who could not make suxx xxxxx the representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act availablein clauses (i) through (iii). To the extent permitted by law, the The Company shall inform the Initial Purchasers of the names and addresses of the Holders of Securities to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such Securitiesmade, and the Initial Purchasers shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities Notes in the Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Nine West Group Inc /De)
Exchange Offer Registration. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company shall (A) file with the SEC on or prior to the 90th day within 135 calendar days after the Closing Time an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities Debentures for a like aggregate principal amount of Exchange SecuritiesDebentures, (B) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC no later than the 180th day within 180 calendar days after the Closing Time, (C) use its reasonable best efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to consummate the Exchange Offer no later than within 45 calendar days after the effective date of the Exchange Offer Registration Statement. The Exchange Debentures will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f)) eligible and electing to exchange Registrable Securities Debentures for Exchange Securities Debentures (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities Debentures in the ordinary course of such Holder's business and has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing such the Exchange SecuritiesDebentures) to trade such Exchange Securities Debentures from and after their receipt without any limitations or restrictions under the 1933 Act or and without material restrictions under the securities or blue sky laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall:
(i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Exchange Offer open for not less than 20 business days (or longer, longer if required by applicable lawfederal and state securities laws) after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange SecuritiesHolders;
(iii) use the services of a depositary with an address in the Borough of Manhattan, The City of New York Depositary for the Exchange OfferOffer with respect to Debentures evidenced by global certificates;
(iv) permit Holders to withdraw tendered Registrable Securities Debentures at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Debentures delivered for exchange, and a statement that such Holder is withdrawing its election to have such Securities Debentures exchanged;
(v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and
(viv) otherwise comply in all material respects with all applicable federal and state securities laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange all Registrable Securities Debentures duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities Debentures so accepted for exchange by the Company; and
(iii) cause the Trustee promptly to authenticate and deliver Exchange Securities Debentures to each Holder of Registrable Securities so accepted for exchange Debentures equal in principal amount to the principal amount of the Registrable Securities Debentures of such Holder so accepted for exchange. Interest on each Exchange Security and each Private Exchange Security (if any) Note will accrue from the last date on which interest was paid or duly provided for on the Securities Registrable Debentures surrendered in exchange therefor or, if no interest has been paid or duly provided for on such Securitiesthe Registrable Debentures, from the Interest Accrual DateClosing Time. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff of the SEC, (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iii) that no law, rule or regulation or applicable interpretations of the staff of the SEC has been issued or promulgated which, in the good faith determination of the Company, does not permit the Company to effect the Exchange Offer and (iiiiv) that the Holders tender the Registrable Securities Debentures to the Company in accordance with the Exchange Offer. Each Holder of Registrable Securities Debentures (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities Debentures for Exchange Securities Debentures in the Exchange Offer will be required to represent shall have represented that (i) it is not an affiliate (as defined in Rule 405 under the 1933 Act) of the CompanyCompany or, if it is an affixxxxx, xt will comply with the registration and prospectus delivery requirements of the 1933 Act, to the extent applicable, (ii) any Exchange Securities Debentures to be received xx xx xxll by it will be acquired in the ordinary course of business and business, (iii) at the time of the commencement of the Exchange Offer, it has no arrangement with any Person to participate in the distribution (within the meaning of the 1933 Act) of the Debentures or the Exchange SecuritiesDxxxxxxxxs, (iv) it is not acting on behalf of any person who could not truthfully make the foregoing representations and (v) it shall be required to make suxx xxxxx have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act availableavailable or for the Exchange Offer Registration Statement to be declared effective. To the extent permitted by law, the Company shall inform the Initial Purchasers of the names and addresses of the Holders of Securities to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such Securitiesmade, and the Initial Purchasers shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities Debentures in the Exchange Offer.
Appears in 1 contract
Exchange Offer Registration. The To the extent not prohibited by any change in law or applicable interpretations thereof by the staff of the SEC, the Company shall (A) file with the SEC on or prior to the 90th 120th day after the Closing Time an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for a like aggregate principal amount of Exchange Securities, (B) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC no later than the 180th day after the Closing Time, (C) use its reasonable best efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) will use its reasonable best efforts to consummate the Exchange Offer no later than 45 days after the effective date of the Exchange Offer Registration Statement. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming provided that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities in the ordinary course of such Holder's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing such Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act or under the securities or blue sky laws of the states of the United StatesStates other than requiring transfers in multiples of $1,000. In connection with the Exchange Offer, the Company shall:
(i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Exchange Offer open for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities;
(iii) use the services of a depositary with an address in the Borough of Manhattan, The City of New York for the Exchange Offer;
(iv) permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing its election to have such Registrable Securities exchanged;
(v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers Purchaser and Participating Broker-Dealers as provided herein); and
(vi) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) thereof issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close expiration of the Exchange Offer, the Company shall:
(i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the Company; and
(iii) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities so accepted for exchange equal in principal amount to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security and each Private Exchange Security (if any) will accrue from the last date on which interest was paid or duly provided for on the Securities Notes surrendered in exchange therefor or, if no interest has been paid or duly provided for on such SecuritiesNotes, from the Interest Accrual Date. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff of the SEC, (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and (iii) that the Holders tender the Registrable Securities to the Company in accordance with the Exchange Offer. Each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer will be required to represent that (i) it is not an affiliate (as defined in Rule 405 under the 1933 Act) of the Company, (ii) any Exchange Securities to be received receivex xx xx xxll will be acquired in the ordinary course of business and (iii) it has no arrangement with any Person to participate in the distribution (within the meaning of the 1933 Act) of the Exchange Securities, and shall be required to make suxx xxxxx xxxx xxxer representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act available. To the extent permitted by law, the Company shall inform the Initial Purchasers Purchaser of the names and addresses of the Holders of Securities Notes to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such SecuritiesNotes, and the Initial Purchasers Purchaser shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Selective Insurance Group Inc)
Exchange Offer Registration. The To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall (A) file with the SEC on or prior to the 90th day within 45 days after the Closing Time date hereof an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities Notes for a like aggregate principal amount of Exchange SecuritiesNotes, (B) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC no later than the 180th day within 150 days after the Closing Timedate hereof, (C) use its reasonable best efforts to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to consummate the Exchange Offer no later than 45 within 180 days after following the effective date of hereof. The Exchange Notes will be issued under the Exchange Offer Registration StatementIndenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f)) eligible and electing to exchange Registrable Securities Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities Notes in the ordinary course of such Holder's business and has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing such the Exchange SecuritiesNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act or and without material restrictions under the securities or blue sky laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall:
(i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities(or longer if required by applicable law);
(iii) use the services of a depositary with an address in the Borough of Manhattan, The City of New York Depositary for the Exchange OfferOffer with respect to Notes evidenced by global certificates;
(iv) permit Holders to withdraw tendered Registrable Securities Notes at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Notes delivered for exchange, and a statement that such Holder is withdrawing its his election to have such Securities Notes exchanged;
(v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and
(viv) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange all Registrable Securities Notes duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities Notes so accepted for exchange by the Company; and
(iii) cause the Trustee promptly to authenticate and deliver Exchange Securities Notes to each Holder of Registrable Securities so accepted for exchange Notes equal in principal amount to the principal amount of the Registrable Securities Notes of such Holder so accepted for exchange. Interest on each Exchange Security and each Private Exchange Security (if any) Note will accrue from the last date on which interest was paid or duly provided for on the Securities Registrable Notes surrendered in exchange therefor or, if no interest has been paid or duly provided for on such Securitiesthe Registrable Notes, from the Interest Accrual DateFebruary 13, 1997. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff Staff of the SEC, (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and (iii) that the Holders tender the Registrable Securities to the Company in accordance with the Exchange Offer. Each Holder of Registrable Securities Notes (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities Notes for Exchange Securities Notes in the Exchange Offer will be required to represent shall have represented that (i) it is not an affiliate (as defined in Rule 405 under the 1933 Act0000 Xxx) of the Company, (ii) any Exchange Securities Notes to be received xx xx xxll be by it were acquired in the ordinary course of business and business, (iii) at the time of the commencement of the Exchange Offer it has no arrangement with any Person person to participate in the distribution (within the meaning of the 1933 Act0000 Xxx) of the Exchange Securities, Notes and shall be required to (iv) it is not acting on behalf of any person who could not make suxx xxxxx the representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act availablein clauses (i) through (iii). To the extent permitted by law, the The Company shall inform the Initial Purchasers of the names and addresses of the Holders of Securities to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such Securitiesmade, and the Initial Purchasers shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities Notes in the Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Kindercare Learning Centers Inc /De)
Exchange Offer Registration. The Company shall (A) file with the SEC on or prior to the 90th day after the Closing Time an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for a like aggregate principal amount of Exchange Securities, (B) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC no later than the 180th day after the Closing Time, (C) use its reasonable best efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to consummate the Exchange Offer no later than 45 days after the effective date of the Exchange Offer Registration Statement. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities in the ordinary course of such Holder's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing such Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Act or under the securities or blue sky laws of the states of the United States. In connection with the Exchange Offer, the Company shall:
(i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities;
(iii) use the services of a depositary with an address in the Borough of Manhattan, The City of New York for the Exchange Offer;
(iv) permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents a facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing its election to have such Securities Notes exchanged;
(v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and
(vi) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities Notes acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities Notes a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities Notes as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can may be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the Company; and
(iii) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities so accepted for exchange equal in principal amount to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security and each Private Exchange Security (if any) will accrue from the last date on which interest was paid or duly provided for on the Securities surrendered in exchange therefor or, if no interest has been paid or duly provided for on such Securities, from the Interest Accrual Date. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff of the SEC, (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and (iii) that the Holders tender the Registrable Securities to the Company in accordance with the Exchange Offer. Each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer will be required to represent that (i) it is not an affiliate (as defined in Rule 405 under the 1933 Act0000 Xxx) of the Company, (ii) any Exchange Securities to be received xx xx xxll by it will be acquired in the ordinary course of business and (iii) it has no arrangement with any Person to participate in the distribution (within the meaning of the 1933 Act0000 Xxx) of the Exchange Securities, and shall be required to make suxx xxxxx such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act available. To the extent permitted by law, the Company shall inform the Initial Purchasers of the names and addresses of the Holders of Securities to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such Securities, and the Initial Purchasers shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Susquehanna Bancshares Inc)
Exchange Offer Registration. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company shall (A) file with the SEC on or prior to the 90th day within 135 calendar days after the Closing Time an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities Notes for a like aggregate principal amount of Exchange SecuritiesNotes, (B) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC no later than the 180th day within 180 calendar days after the Closing Time, (C) use its reasonable best efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to consummate the Exchange Offer no later than within 45 calendar days after the effective date of the Exchange Offer Registration Statement. The Exchange Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f)) eligible and electing to exchange Registrable Securities Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities Notes in the ordinary course of such Holder's business and has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing such the Exchange SecuritiesNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act or and without material restrictions under the securities or blue sky laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall:
(i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Exchange Offer open for not less than 20 business days (or longer, longer if required by applicable lawfederal and state securities laws) after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange SecuritiesHolders;
(iii) use the services of a depositary with an address in the Borough of Manhattan, The City of New York Depositary for the Exchange OfferOffer with respect to Notes evidenced by global certificates;
(iv) permit Holders to withdraw tendered Registrable Securities Notes at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Notes delivered for exchange, and a statement that such Holder is withdrawing its election to have such Securities Notes exchanged;
(v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and
(viv) otherwise comply in all material respects with all applicable federal and state securities laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange all Registrable Securities Notes duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities Notes so accepted for exchange by the Company; and
(iii) cause the Trustee promptly to authenticate and deliver Exchange Securities Notes to each Holder of Registrable Securities so accepted for exchange Notes equal in principal amount to the principal amount of the Registrable Securities Notes of such Holder so accepted for exchange. Interest on each Exchange Security and each Private Exchange Security (if any) Note will accrue from the last date on which interest was paid or duly provided for on the Securities Registrable Notes surrendered in exchange therefor or, if no interest has been paid or duly provided for on such Securitiesthe Registrable Notes, from the Interest Accrual DateClosing Time. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff of the SEC, (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iii) that no law, rule or regulation or applicable interpretations of the staff of the SEC has been issued or promulgated which, in the good faith determination of the Company, does not permit the Company to effect the Exchange Offer and (iiiiv) that the Holders tender the Registrable Securities Notes to the Company in accordance with the Exchange Offer. Each Holder of Registrable Securities Notes (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities Notes for Exchange Securities Notes in the Exchange Offer will be required to represent shall have represented that (i) it is not an affiliate (as defined in Rule 405 under the 1933 ActXxx) xx the Company or, if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Company1933 Act, to the extent applicable, (ii) any Exchange Securities Notes to be received xx xx xxll by it will be acquired in the ordinary course of business and business, (iii) at the time of the commencement of the Exchange Offer, it has no arrangement with any Person to participate in the distribution (within the meaning of the 1933 ActXxx) of xx the Notes or the Exchange SecuritiesNotes, (iv) it is not acting on behalf of any person who could not truthfully make the foregoing representations and (v) it shall be required to make suxx xxxxx have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act availableavailable or for the Exchange Offer Registration Statement to be declared effective. To the extent permitted by law, the Company shall inform the Initial Purchasers of the names and addresses of the Holders of Securities to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such Securitiesmade, and the Initial Purchasers shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities Notes in the Exchange Offer.
Appears in 1 contract
Exchange Offer Registration. The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Company shall (A) file with the SEC on or prior cause to the 90th day after the Closing Time be filed an Exchange Offer Registration Statement with the SEC within 90 days after the Original Issue Date covering the offer by the Company to the Holders to exchange of Exchange Notes for all of the Registrable Securities for a like aggregate principal amount of Exchange Securitiestheir Transfer Restricted Notes, (B) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by under the SEC no later than the 180th day 1933 Act as promptly as possible but in any event within 150 days after the Closing Time, Original Issue Date and (C) use its reasonable best efforts to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to consummate the Exchange Offer no later than 45 within 30 days after the effective date of the on which such Exchange Offer Registration StatementStatement is declared effective under the 1933 Act. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker- Dealers (as defined in Section 3(f))) eligible and electing to exchange Registrable Securities Transfer Restricted Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities Notes in the ordinary course of such Holder's business and has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing such the Exchange SecuritiesNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act or and without material restrictions under the securities or blue sky laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall:
(i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities(or longer if required by applicable law);
(iii) use the services of a depositary with an address in the Borough of Manhattan, The City of New York Depositary for the Exchange OfferOffer with respect to Notes evidenced by global certificates;
(iv) permit Holders to withdraw tendered Registrable Securities Transfer Restricted Notes at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Transfer Restricted Notes delivered for exchange, and a statement that such Holder is withdrawing its election to have such Securities Notes exchanged;; and
(v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and
(vi) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange all Registrable Securities Transfer Restricted Notes duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities Transfer Restricted Notes so accepted for exchange by the Company; and
(iii) cause the Trustee promptly to authenticate and deliver Exchange Securities Notes to each Holder of Registrable Securities so accepted for exchange Transfer Restricted Notes equal in principal amount to the principal amount of the Registrable Securities Transfer Restricted Notes of such Holder so accepted for exchange. Interest will accrue on each Exchange Security and each Private Exchange Security (if any) will accrue Note exchanged for a Note, in either case from the last date on which interest was paid or duly provided for on the Securities Notes surrendered in exchange therefor or, if therefor. If no interest has been paid or duly provided for on the Notes, such Securitiesinterest will be payable from February 23, from the Interest Accrual Date2000. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff of the SEC, SEC and (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability proper tendering of the Company to proceed with the Exchange Offer, and (iii) that the Holders tender the Registrable Securities to the Company Transfer Restricted Notes in accordance with the Exchange Offer. Each Holder of Registrable Securities Transfer Restricted Notes (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities Transfer Restricted Notes for Exchange Securities Notes in the Exchange Offer will be required to represent shall have represented that (i) it is not an affiliate (as defined in Rule 405 under the 1933 Act0000 Xxx) of the Company, or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the 1933 Act to the extent applicable, (ii) any Exchange Securities Notes to be received xx xx xxll by it will be acquired in the ordinary course of business and its business, (iii) at the time of the commencement of the Exchange Offer it has no arrangement with any Person person to participate in the distribution (within the meaning of the 1933 Act0000 Xxx) of the Exchange Securities, Notes and (iv) it shall be required to make suxx xxxxx have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act available. To the extent permitted by lawlaw and ascertainable by the Company, the Company shall inform the Initial Purchasers of the names and addresses of the Holders of Securities to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such Securitiesmade, and the Initial Purchasers shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities Transfer Restricted Notes in the Exchange Offer.
Appears in 1 contract
Samples: Notes Registration Rights Agreement (Rhythms Net Connections Inc)
Exchange Offer Registration. The To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall (A) file with the SEC on or prior to the 90th day within 45 days after the Closing Time date hereof an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities Notes for a like aggregate principal amount of Exchange SecuritiesNotes, (B) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC no later than the 180th day within 105 days after the Closing Timedate hereof, (C) use its reasonable best efforts to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to consummate the Exchange Offer no later than 45 within 135 days after following the effective date of hereof. The Exchange Notes will be issued under the Exchange Offer Registration StatementIndenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f)) eligible and electing to exchange Registrable Securities Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities Notes in the ordinary course of such Holder's business and has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing such the Exchange SecuritiesNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act or and without material restrictions under the securities or blue sky laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall:
(i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Exchange Offer open for not less than 20 30 business days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities(or longer if required by applicable law);
(iii) use the services of a depositary with an address in the Borough of Manhattan, The City of New York Depositary for the Exchange OfferOffer with respect to Notes evidenced by global certificates;
(iv) permit Holders to withdraw tendered Registrable Securities Notes at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Notes delivered for exchange, and a statement that such Holder is withdrawing its his election to have such Securities Notes exchanged;
(v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and
(viv) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange all Registrable Securities Notes duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities Notes so accepted for exchange by the Company; and
(iii) cause the Trustee promptly to authenticate and deliver Exchange Securities Notes to each Holder of Registrable Securities so accepted for exchange Notes equal in principal amount to the principal amount of the Registrable Securities Notes of such Holder so accepted for exchange. Interest on each Exchange Security and each Private Exchange Security (if any) Note will accrue from the last date on which interest was paid or duly provided for on the Securities Registrable Notes surrendered in exchange therefor or, if no interest has been paid or duly provided for on such Securitiesthe Registrable Notes, from the Interest Accrual DateSeptember 30, 1996. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff Staff of the SEC, (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and (iii) that the Holders tender the Registrable Securities to the Company in accordance with the Exchange Offer. Each Holder of Registrable Securities Notes (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities Notes for Exchange Securities Notes in the Exchange Offer will be required to represent shall have represented that (i) it is not an affiliate (as defined in Rule 405 under the 1933 Act0000 Xxx) of the Company, (ii) any Exchange Securities Notes to be received xx xx xxll be by it were acquired in the ordinary course of business and business, (iii) at the time of the commencement of the Exchange Offer it has no arrangement with any Person person to participate in the distribution (within the meaning of the 1933 Act0000 Xxx) of the Exchange Securities, Notes and shall be required to (iv) it is not acting on behalf of any person who could not make suxx xxxxx the representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act availablein clauses (i) through (iii). To the extent permitted by law, the The Company shall inform the Initial Purchasers of the names and addresses of the Holders of Securities to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such Securitiesmade, and the Initial Purchasers shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities Notes in the Exchange Offer.
Appears in 1 contract
Exchange Offer Registration. The Company To the extent not prohibited by any applicable law or applicable interpretation of the staff of the SEC, the Issuers shall (A) file with the SEC on or prior to the 90th day after the Closing Time an Exchange Offer Registration Statement with the SEC within 60 days after the Original Issue Date covering the offer by the Company Issuers to the Holders to issue Exchange Notes in exchange for all of the Registrable Securities for a like aggregate principal amount of Exchange Securitiestheir Transfer Restricted Notes, (B) use its all reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by under the SEC no later than the 180th day 1933 Act within 180 days after the Closing TimeOriginal Issue Date, (C) use its reasonable best efforts to cause such Registration Statement to remain effective until the closing of commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and keep the Exchange Offer open for acceptance for the Exchange Period, (D) use its all reasonable best efforts to issue, promptly after the end of the Exchange Period, Exchange Notes in exchange for all Notes that have been properly tendered for exchange during the Exchange Period, (E) use all reasonable efforts to consummate the Exchange Offer no later than 45 within 210 days after the effective date Original Issue Date and (F) use all reasonable efforts to maintain the effectiveness of the Exchange Offer Registration StatementStatement during the Exchange Period and thereafter until the later of (i) such time as the Company has issued Exchange Notes in exchange for all Notes that have been properly tendered for exchange during the Exchange Period and (ii) the time period set forth in Section 3(f)(c). Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers) eligible and electing to exchange Registrable Securities Transfer Restricted Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities Notes in the ordinary course of such Holder's business and has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing such the Exchange SecuritiesNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act or and without material restrictions under the securities or blue sky laws of a substantial proportion of the several states of the United States. For the purposes of this Agreement, the Exchange Offer will be deemed consummated if the Company makes the Exchange Offer, the Exchange Offer remains open for a period (the "Exchange Period") of 20 business days after the date notice thereof is mailed to the Holders (or such longer period as may be required by law), and the Company issues Exchange Notes in respect of all Notes that are properly tendered during the Exchange Period. In connection with the Exchange Offer, the Company shall:
(i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange SecuritiesPeriod;
(iii) use the services of a depositary with an address in the Borough of Manhattan, The City of New York Depositary for the Exchange OfferOffer with respect to Notes evidenced by global certificates;
(iv) permit Holders to withdraw tendered Registrable Securities Transfer Restricted Notes at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents notice, a telegram, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Transfer Restricted Notes delivered for exchange, and a statement that such Holder is withdrawing its election to have such Securities Notes exchanged;; and
(v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and
(vi) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable Promptly after the close of the Exchange Offer, the Company shallshall use all reasonable efforts to:
(i) accept for exchange all Registrable Securities Transfer Restricted Notes duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities Transfer Restricted Notes so accepted for exchange by the Company; and
(iii) cause the Trustee promptly to authenticate and deliver Exchange Securities Notes to each Holder of Registrable Securities so accepted for exchange Transfer Restricted Notes equal in principal amount to the principal amount of the Registrable Securities Transfer Restricted Notes of such Holder so accepted for exchange. Interest on each Exchange Security and each Private Exchange Security (if any) will accrue from the last date on which interest was paid or duly provided for on the Securities surrendered in exchange therefor or, if no interest has been paid or duly provided for on such Securities, from the Interest Accrual Date. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff of the SEC, SEC and (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability tendering of the Company to proceed with the Exchange Offer, and (iii) that the Holders tender the Registrable Securities to the Company Transfer Restricted Notes in accordance with the Exchange Offer. Each Holder of Registrable Securities (other than Participating Broker-Dealers) Transfer Restricted Notes who wishes to exchange such Registrable Securities Transfer Restricted Notes for Exchange Securities Notes in the Exchange Offer will be required to represent shall have represented that (i) it is not an affiliate (as defined in Rule 405 under the 1933 Act0000 Xxx) of the Company, (ii) any Exchange Securities Notes to be received xx xx xxll be by it were acquired in the ordinary course of its business and (iii) it has no arrangement with any Person person to participate in the distribution (within the meaning of the 1933 Act0000 Xxx) of the Exchange Securities, and Notes (except that a Participating Broker Dealer shall not be required to make the representation provided by this clause (iii)). In addition each such Holder shall be required to make suxx xxxxx such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act available. To the extent permitted by lawlaw and ascertainable by the Company, the Company shall inform the Initial Purchasers of the names and addresses of the Holders of Securities to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such Securitiesmade, and the Initial Purchasers shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities Transfer Restricted Notes in the Exchange Offer. Notwithstanding anything to the contrary contained herein, it is understood and agreed that no Holder may exchange in the Exchange Offer any Transfer Restricted Notes, to the extent such Holder is not permitted to do so by applicable law or SEC policy.
Appears in 1 contract
Samples: Registration Rights Agreement (A 1 Mechanical of Lansing Inc)
Exchange Offer Registration. The To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company shall (A) file with the SEC on or prior to the 90th 60th calendar day after following the Closing Time an Exchange Offer Registration Statement covering the offer by the Company to the Holders to of Exchange Notes in exchange for all of the Registrable Securities for a like aggregate principal amount of Exchange SecuritiesNotes, (B) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC no later than on or prior to the 180th calendar day after following the Closing Time, (C) use its reasonable best efforts to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its reasonable best efforts to consummate the Exchange Offer no later than 45 days after on or prior to the effective date of 210th calendar day following the Exchange Offer Registration StatementClosing Date. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f)) eligible and electing to exchange Registrable Securities Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 Act, acquires the Exchange Securities Notes in the ordinary course of such Holder's business and has no arrangements or understandings with any Person person to participate in the Exchange Offer for the purpose of distributing such the Exchange SecuritiesNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act or and without material restrictions under the securities or blue sky laws of a substantial proportion of the several states of the United States. The Exchange Notes will be issued under the Indenture. 33 In connection with the Exchange Offer, the Company shall:
(i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Exchange Offer open for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities(or longer if required by applicable law);
(iii) use the services of a depositary with an address in the Borough of Manhattan, The City of New York Depositary for the Exchange OfferOffer with respect to Notes evidenced by global certificates;
(iv) permit Holders to withdraw tendered Registrable Securities Notes at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities Notes delivered for exchange, and a statement that such Holder is withdrawing its his election to have such Securities Notes exchanged;
(v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and
(viv) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange all Registrable Securities Notes duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities Notes so accepted for exchange by the Company; and
(iii) cause the Trustee promptly to authenticate and deliver Exchange Securities Notes to each Holder of Registrable Securities so accepted for exchange Notes equal in principal amount to the principal amount of the Registrable Securities Notes of such Holder so accepted for exchange. Interest on each Exchange Security and each Private Exchange Security (if any) Note will accrue from the last date on which interest was paid or duly provided for on the Securities Registrable Notes surrendered in exchange therefor or, if no interest has been paid or duly provided for on such Securitiesthe Registrable Notes, from the Interest Accrual DateJuly 20, 1998. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff Staff of the SEC, (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and (iii) that the Holders tender the Registrable Securities to the Company in accordance with the Exchange Offer. Each Holder of Registrable Securities Notes (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities Notes for Exchange Securities Notes in the Exchange Offer will be required to represent shall have represented that (i) any Exchange Notes to be received by it were acquired in the ordinary course of business, (ii) at the time of the commencement of the Exchange Offer it has no arrangement with any person to participate in the distribution (within the meaning of the 1933 Xxx) xx the Exchange Notes, (iii) it is not an affiliate (as defined in Rule 405 under the 1933 ActXxx) of xx the Company, (ii) any Exchange Securities to be received xx xx xxll be acquired in or if it is an affiliate it will comply with the ordinary course of business registration and (iii) it has no arrangement with any Person to participate in the distribution (within the meaning prospectus delivery requirements of the 1933 Act) of the Exchange Securities, and shall be required Act to make suxx xxxxx representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act available. To the extent permitted by law, applicable and (iv) it is not acting on behalf of any person who could not make the representations in clauses (i) through (iii). The Company shall inform the Initial Purchasers of the names and addresses of the Holders of Securities to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such Securitiesmade, and the Initial Purchasers shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities Notes in the Exchange Offer.
Appears in 1 contract
Samples: Purchase Agreement (Eagle Geophysical De Ecuador Inc)
Exchange Offer Registration. The To the extent not prohibited by law (including, without limitation, any applicable interpretation of the staff of the SEC), the Company shall use its reasonable best efforts (Ai) to file with the SEC on or prior to the 90th day within 60 days after the Closing Time Date an Exchange Offer Registration Statement covering the offer by the Company to the Note Holders to exchange all of the Registrable Securities Notes (except Registrable Notes held by the Initial Purchaser and acquired directly from the Company if such Initial Purchaser is not permitted, in the reasonable opinion of counsel to the Initial Purchaser, pursuant to applicable law or SEC interpretation, to participate in the Exchange Offer) which are Fixed Rate Notes for a like aggregate principal amount of Exchange SecuritiesSeries B Fixed Rate Notes and those which are Term B Notes for Series B Term B Notes, (Bii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC no later than the 180th day within 120 days after the Closing TimeDate, (Ciii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (Div) use its reasonable best efforts to consummate the Exchange Offer no later than 45 within 180 days after following the effective date of Closing Date. The Exchange Notes will be issued under and made subject to the Exchange Offer Registration StatementIndenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Note Holder eligible (other than Participating Broker-Dealers (as defined in Section 4(f) hereof) and broker-dealers who purchased Notes directly from the Company to resell pursuant to Rule 144A or any other available exemption under the 1933 Xxx) xxigible and electing to exchange those Registrable Securities Notes which are Fixed Rate Notes for Exchange Securities Series B Fixed Rate Notes and those Registrable Notes which are Term B Notes for Series B Term B Notes (assuming that such Note Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 ActCompany, acquires the Exchange Securities Notes in the ordinary course of such Note Holder's business and has no arrangements or understandings with any Person person to participate in the distribution (within the meaning of the 1933 Xxx) xx Exchange Offer for the purpose of distributing such Exchange SecuritiesNotes) to trade or sell such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act or and without material restrictions under the securities or blue sky laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall:
(iA) promptly mail to each Note Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(iiB) keep the Exchange Offer open for not less than 20 business days (or longer, if required by applicable law) after the date notice thereof is mailed to the Note Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities(or longer if required by applicable law);
(iiiC) use the services of a depositary with an address in the Borough of Manhattan, The City of New York Depositary for the Exchange Offer;
(ivD) permit Note Holders to withdraw tendered Registrable Securities Notes at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Note Holder, the principal amount of Registrable Securities Notes delivered for exchange, whether such Registrable Notes consist of Fixed Rate Notes or Term B Notes and a statement that such Note Holder is withdrawing its his election to have such Securities Notes exchanged;
(v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and
(viE) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the Company; and
(iii) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities so accepted for exchange equal in principal amount to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security and each Private Exchange Security (if any) will accrue from the last date on which interest was paid or duly provided for on the Securities surrendered in exchange therefor or, if no interest has been paid or duly provided for on such Securities, from the Interest Accrual Date. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff of the SEC, (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and (iii) that the Holders tender the Registrable Securities to the Company in accordance with the Exchange Offer. Each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer will be required to represent that (i) it is not an affiliate (as defined in Rule 405 under the 1933 Act) of the Company, (ii) any Exchange Securities to be received xx xx xxll be acquired in the ordinary course of business and (iii) it has no arrangement with any Person to participate in the distribution (within the meaning of the 1933 Act) of the Exchange Securities, and shall be required to make suxx xxxxx representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act available. To the extent permitted by law, the Company shall inform the Initial Purchasers of the names and addresses of the Holders of Securities to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such Securities, and the Initial Purchasers shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Piccadilly Cafeterias Inc)
Exchange Offer Registration. The To the extent not prohibited --------------------------- by law (including, without limitation, any applicable interpretation of the staff of the SEC), the Company shall use its reasonable best efforts (Ai) to file with the SEC on or prior to the 90th day within 45 days after the Closing Time Date an Exchange Offer Registration Statement covering the offer by the Company to the Note Holders to exchange all of the Registrable Securities Notes (except Registrable Notes held by an Initial Purchaser and acquired directly from the Company if such Initial Purchaser is not permitted, in the reasonable opinion of counsel to the Initial Purchasers, pursuant to applicable law or SEC interpretation, to participate in the Exchange Offer) for a like aggregate principal amount of Exchange SecuritiesNotes, (Bii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC no later than the 180th day within 105 days after the Closing TimeDate, (Ciii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (Div) use its reasonable best efforts to consummate the Exchange Offer no later than 45 within 180 days after following the effective date of Closing Date. The Exchange Notes will be issued under the Exchange Offer Registration StatementIndenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Note Holder (other than Participating Broker-Dealers (as defined in Section 4(f) hereof) and broker-dealers who purchased Notes directly from the Company to resell pursuant to Rule 144A or any other available exemption under the 0000 Xxx) eligible and electing to exchange Registrable Securities Notes for Exchange Securities Notes (assuming that such Note Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 ActCompany, acquires the Exchange Securities Notes in the ordinary course of such Note Holder's business and has no arrangements or understandings with any Person person to participate in the distribution (within the meaning of the 0000 Xxx) of Exchange Offer for the purpose of distributing such Exchange SecuritiesNotes) to trade or sell such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the 1933 Act or and without material restrictions under the securities or blue sky laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall:
(iA) promptly mail to each Note Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(iiB) keep the Exchange Offer open for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Note Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities(or longer if required by applicable law);
(iiiC) use the services of a depositary with an address in the Borough of Manhattan, The City of New York Depositary for the Exchange Offer;
(ivD) permit Note Holders to withdraw tendered Registrable Securities Notes at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Note Holder, the principal amount of Registrable Securities Notes delivered for exchange, exchange and a statement that such Note Holder is withdrawing its his election to have such Securities Notes exchanged;
(v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and
(viE) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the Company; and
(iii) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities so accepted for exchange equal in principal amount to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security and each Private Exchange Security (if any) will accrue from the last date on which interest was paid or duly provided for on the Securities surrendered in exchange therefor or, if no interest has been paid or duly provided for on such Securities, from the Interest Accrual Date. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate any applicable law or any applicable interpretation of the staff of the SEC, (ii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, and (iii) that the Holders tender the Registrable Securities to the Company in accordance with the Exchange Offer. Each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer will be required to represent that (i) it is not an affiliate (as defined in Rule 405 under the 1933 Act) of the Company, (ii) any Exchange Securities to be received xx xx xxll be acquired in the ordinary course of business and (iii) it has no arrangement with any Person to participate in the distribution (within the meaning of the 1933 Act) of the Exchange Securities, and shall be required to make suxx xxxxx representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the 1933 Act available. To the extent permitted by law, the Company shall inform the Initial Purchasers of the names and addresses of the Holders of Securities to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such Securities, and the Initial Purchasers shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.
Appears in 1 contract
Exchange Offer Registration. The Company Trust shall (Ai) file with the SEC on or prior to the 90th day within 30 days after the Closing Time an Exchange Offer Registration Statement covering the offer by the Company Trust to the Holders to exchange all of the Registrable Securities for a like aggregate principal amount of Exchange Securities, (Bii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC no later than the 180th day Commission within 120 days after the Closing Time, (Ciii) use its reasonable best efforts to cause such Exchange Offer Registration Statement to remain continuously effective until the closing of the Exchange Offer and (Div) use its reasonable best efforts to consummate the Exchange Offer no later than 45 within 150 days after following the effective date of Closing Time. The Exchange Securities will be issued under the Exchange Offer Registration StatementIndenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Trust shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder (other than Participating Broker-Dealers (as defined in Section 3(f)) eligible and electing to exchange Registrable Securities for Exchange Securities (assuming that such Holder (i) is not an affiliate of the Company Trust within the meaning of Rule 405 under the 1933 Securities Act, (ii) acquires the Exchange Securities in the ordinary course of such Holder's ’s business and (iii) has no arrangements or understandings with any Person to participate in the Exchange Offer for the purpose of distributing such the Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the 1933 Securities Act or and without material restrictions under the securities or blue sky laws of a substantial portion of the several states of the United States. In connection with the Exchange Offer, the Company Trust shall:
(i) promptly mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Exchange Offer open for not less than 20 business 30 days (or longer, if required by applicable law) after the date notice thereof is mailed to the Holders and, during the Exchange Offer, offer to all Holders who are legally eligible to participate in the Exchange Offer the opportunity to exchange their Registrable Securities for Exchange Securities(or longer if required by applicable law);
(iii) use the services of a depositary with an address in the Borough of Manhattan, The City of New York Depositary for the Exchange OfferOffer with respect to Securities evidenced by global certificates;
(iv) permit Holders to withdraw tendered Registrable Securities at any time prior to the close of business, New York City time, on the last business day on which the Exchange Offer shall remain open, by sending to the institution specified in the Prospectus or the related letter of transmittal or related documents notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, and a statement that such Holder is withdrawing its election to have such Securities exchanged;
(v) notify each Holder that any Registrable Security not tendered will remain outstanding and continue to accrue interest, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and
(viv) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. If, at or prior to the consummation of the Exchange Offer, any of the Initial Purchasers holds any Securities acquired by it and having the status of an unsold allotment in the initial distribution, the Company shall, upon the request of any such Initial Purchaser, simultaneously with the delivery of the Exchange Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in exchange for such Securities a like principal amount of debt securities of the Company that are identical (except that such debt securities shall be subject to transfer restrictions and minimum purchase requirements, and shall bear a legend relating to restrictions on ownership and transfer, identical to those applicable to the Securities as a result of the issuance thereof without registration under the 1933 Act and shall provide for the payment of Additional Interest) to the Exchange Securities (the "Private Exchange Securities"). The Company shall use its reasonable best efforts to have the Private Exchange Securities bear the same CUSIP number as the Exchange Securities and, if unable to do so, the Company will, at such time as any Private Exchange Security can be sold publicly pursuant to Rule 144(k) under the 1933 Act, permit any such Private Exchange Security to be exchanged for a like principal amount of Exchange Securities. The Company shall not have any liability under this Agreement solely as a result of any such Private Exchange Securities not bearing the same CUSIP number as the Exchange Securities. The Exchange Securities and the Private Exchange Securities (if any) shall be issued under the Indenture, which shall be qualified under the TIA. The 5.875% Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the 5.875% Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. In addition, the Fixed/Floating Rate Notes shall provide that the Exchange Securities issued in respect thereof, the Private Exchange Securities (if any) issued in respect thereof and the Fixed/Floating Rate Notes shall vote and consent together on all matters as a single class and shall constitute a single series of debt securities issued under the Indenture. As soon as practicable after the close of the Exchange Offer, the Company Trust shall:
(i) accept for exchange all Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which is an exhibit thereto;
(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities so accepted for exchange by the CompanyTrust; and
(iii) cause the Trustee promptly to authenticate and deliver Exchange Securities to each Holder of Registrable Securities so accepted for exchange equal in principal amount to the principal amount of the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security and each Private Exchange Security (if any) Note will accrue from the last date on which interest was paid or duly provided for on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid or duly provided for on such the Registrable Securities, from the Interest Accrual DateFebruary 25, 2004. The Exchange Offer shall not be subject to any conditions, other than (iA) that the Exchange Offer, or the making of any exchange by a Holderholder, does not violate any applicable law or any applicable interpretation of the staff of the SEC, Commission (iiB) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the Company's Trust’s judgment, would reasonably be expected to might impair the ability of the Company Trust to proceed with the Exchange OfferOffer or (C) there shall not have been adopted or enacted any law, and (iii) that statute, rule or regulation which, in the Holders tender Trust’s judgment, would materially impair the Registrable Securities ability of the Trust to the Company in accordance proceed with the Exchange Offer. Each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer will be required to represent shall have represented that (i) it is not an affiliate (as defined in Rule 405 under the 1933 Act) of the Company, (ii) any Exchange Securities to be received xx xx xxll be by it were acquired in the ordinary course of business and business, (iiiii) at the time of the commencement of the Exchange Offer it has no arrangement with any Person to participate in the distribution (within the meaning of the 1933 Securities Act) of the Exchange Securities, and shall be required to make suxx xxxxx representations (iii) it is not an affiliate (as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or another appropriate form defined in Rule 405 under the 1933 Securities Act) of the Trust or, if such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act available. To to the extent permitted by law, applicable and (iv) it is not acting on behalf of any Person who cannot make the Company representations in clauses (i) through (iii). The Trust shall inform the Initial Purchasers of the names and addresses of the Holders of Securities to whom the Exchange Offer is made and, to the extent such information is available to the Company, the names and addresses of the beneficial owners of such Securities, and the Initial Purchasers shall have the right to contact such Holders and beneficial owners and otherwise facilitate the tender of Registrable Securities in the Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Saul B F Real Estate Investment Trust)
