Exchange Offer Registration. To the extent not prohibited by any --------------------------- applicable law or applicable interpretation of the Staff of the SEC (as determined in the reasonable discretion of the Company), the Company shall use its best efforts (A) to file within 45 days after the Closing Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities for Exchange Securities, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 150 days after the Closing Date, (C) to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 180 days following the Closing Date. The Exchange Securities 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 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 the Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the registration provisions of the 1933 Act and without material restrictions under the registration and qualification provisions of the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall: (i) 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 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law); (iii) use the services of the Depositary 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 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 his election to have such Initial Securities exchanged; and (v) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall: (i) accept for exchange 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 or portions thereof 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 equal in amount to the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of its original issue. The Exchange Offer shall not be subject to any conditions, other than those that are customary for underwritten offerings of securities including, without limitation, (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff of the SEC, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) 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 that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by United States federal, New York or Tennessee state authorities a banking moratorium that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading on the New York Stock Exchange or generally in the United States over- the-counter market shall not have been suspended by order of the Commission or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented that (A) it is not an affiliate of the Company, (B) any Exchange Securities to be received by it were acquired in the ordinary course of business and (C) at any 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 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render available the use of Form S-4 or another appropriate form under the 1933 Act; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreement. To the extent permitted by law, the Company shall inform Xxxxxxx Xxxxx of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certainty, the Company's obligation to use its best efforts to make the Exchange Offer hereunder terminates at the close of business on the 180th day following the Closing Date.
Appears in 1 contract
Samples: Registration Rights Agreement (Thomas & Betts Corp)
Exchange Offer Registration. To the extent not prohibited by any --------------------------- applicable law or applicable interpretation of the Staff of the SEC (as determined in the reasonable discretion of the Company)SEC, the Company shall use its best efforts to (A) to file within 45 30 days after the Closing Date 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 Exchange SecuritiesNotes, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 150 90 days after the Closing Datedate hereof, (C) to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 180 120 days following the Closing Datedate hereof. The Exchange Securities 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 to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the registration provisions of the 1933 Act and without material restrictions under the registration and qualification provisions of the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall:
(i) 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 30 business days after the date notice thereof is mailed to the Holders (or longer if required by applicable law);
(iii) use the services of the 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 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 his election to have such Initial Securities Notes exchanged; and
(v) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange 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 or portions thereof 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 Notes equal in amount to the Registrable Securities Notes of such Holder so accepted for exchange. Interest on each Exchange Security Note will accrue from the last date on which interest was paid on the Registrable Securities Notes surrendered in exchange therefor or, if no interest has been paid on the Registrable SecuritiesNotes, from the date of its original issueOctober 7, 1996. The Exchange Offer shall not be subject to any conditions, other than those that are customary for underwritten offerings of securities including, without limitation, (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff of the SEC, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) 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 that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by United States federal, New York or Tennessee state authorities a banking moratorium that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading on the New York Stock Exchange or generally in the United States over- the-counter market shall not have been suspended by order of the Commission or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each . 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 shall have represented that (Ai) it is not an affiliate (as defined in Rule 405 under the 0000 Xxx) of the Company, (Bii) 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 by it were acquired in the ordinary course of business and business, (Civ) at any the time of the commencement of the Exchange Offer, Offer it has no arrangement with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities Notes and shall have made such other (v) it is not acting on behalf of any person who could not make the representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render available the use of Form S-4 or another appropriate form under the 1933 Act; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreementclauses (i) through (iv). To the extent permitted by law, the The Company shall inform Xxxxxxx Xxxxx the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities Notes in the Exchange Offer. For greater certainty, the Company's obligation to use its best efforts to make the Exchange Offer hereunder terminates at the close of business on the 180th day following the Closing Date.
Appears in 1 contract
Samples: Registration Rights Agreement (Genesis Health Ventures Inc /Pa)
Exchange Offer Registration. To the extent not prohibited by any --------------------------- applicable law or applicable interpretation of the Staff staff of the SEC (as determined in the reasonable discretion of the Company)SEC, the Company shall use its best efforts (Ai) to file within 45 90 days after the Closing Date Time an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities Notes for Exchange SecuritiesNotes, (Bii) use its best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 150 days after the Closing Datedate hereof, (Ciii) use its best efforts to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (Div) use its best efforts to consummate the Exchange Offer within 180 days following the Closing Datedate hereof. The Exchange Securities 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 (i) such Holder 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 to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the registration provisions of the 1933 Act and without material restrictions under the registration and qualification provisions of the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall:
(i) 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 30 20 business days after the date notice thereof is mailed to the Holders (or longer if required by applicable law);
(iii) use the services of the 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 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 his its election to have such Initial Securities Notes exchanged; and
(v) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange 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 or portions thereof 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 Notes equal in amount to the Registrable Securities Notes of such Holder so accepted for exchange. Interest on each Exchange Security Note will accrue from the last date on which interest was paid on the Registrable Securities Notes surrendered in exchange therefor or, if no interest has been paid on the Registrable SecuritiesNotes, from the date of its original issueFebruary 20, 1998. The Exchange Offer shall not be subject to any conditions, other than those that are customary for underwritten offerings of securities including, without limitation, (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff staff of the SEC, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) 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 that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by United States federal, New York or Tennessee state authorities a banking moratorium that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading on the New York Stock Exchange or generally in the United States over- the-counter market shall not have been suspended by order of the Commission or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each . 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 shall have represented that (Ai) it is not an affiliate (as defined in Rule 405 under the 0000 Xxx) of the Company, or, if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (Bii) any Exchange Securities Notes to be received by it were acquired in the ordinary course of business and business, (Ciii) at any the time of the commencement of the Exchange Offer, Offer it has no arrangement with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities Notes and shall have made such other (iv) it is not acting on behalf of any Person who could not make the representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render available the use of Form S-4 or another appropriate form under the 1933 Act; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreementclauses (i) through (iii). To the extent permitted by law, the The Company shall inform Xxxxxxx Xxxxx the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities Notes in the Exchange Offer. For greater certainty, the Company's obligation to use its best efforts to make the Exchange Offer hereunder terminates at the close of business on the 180th day following the Closing Date.
Appears in 1 contract
Exchange Offer Registration. To the extent not prohibited by any --------------------------- applicable law or applicable interpretation of the Staff of the SEC (as determined in the reasonable discretion of the Company)SEC, the Company shall use its best efforts (A) to file with the SEC within 45 90 days after the Closing Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities Certificates for Exchange SecuritiesCertificates, (Bb) to cause such Exchange Offer Registration Statement Statement, to be declared effective by the SEC within 150 days after the Closing Date, (C) to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 180 days following after the Closing Date. The Exchange Securities 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)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 to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesCertificates) to trade such Exchange Securities Certificates from and after their receipt without any limitations or restrictions under the registration provisions of the 1933 Act and without material restrictions under the registration and qualification provisions of the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shallshall or shall cause the Trustees to:
(i) 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 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law);
(iii) use the services of the Depositary 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 on which the Exchange Offer shall remain open, by sending to the institution specified in the 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, exchange and a statement that such Holder is withdrawing his election to have such Initial Securities Registrable Certificates exchanged; and;
(v) otherwise comply in all respects with all applicable laws relating use its best efforts to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall:
ensure that (i) accept for exchange Registrable Securities duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the any 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 or portions any amendment thereto and any Prospectus forming part thereof 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 equal in amount to the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of its original issue. The Exchange Offer shall not be subject to any conditions, other than those that are customary for underwritten offerings of securities including, without limitation, (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff of the SEC, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) 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 that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by United States federal, New York or Tennessee state authorities a banking moratorium that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading on the New York Stock Exchange or generally in the United States over- the-counter market shall not have been suspended by order of the Commission or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented that (A) it is not an affiliate of the Company, (B) any Exchange Securities to be received by it were acquired in the ordinary course of business and (C) at any 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 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render available the use of Form S-4 or another appropriate form under the 1933 Act; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreement. To the extent permitted by law, the Company shall inform Xxxxxxx Xxxxx of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certainty, the Company's obligation to use its best efforts to make the Exchange Offer hereunder terminates at the close of business on the 180th day following the Closing Date.any
Appears in 1 contract
Samples: Registration Rights Agreement (United Air Lines Inc)
Exchange Offer Registration. To the extent not prohibited by any --------------------------- applicable law or applicable interpretation of the Staff of the SEC (as determined in the reasonable discretion of the Company)SEC, the Company Issuer shall use its best efforts (A) to file within 45 days after the Closing Date an Exchange Offer Registration Statement covering the offer by the Company Issuer to the Holders to exchange all of the their Registrable Securities Notes for Exchange SecuritiesNotes, (B) use its best efforts to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 150 days after the Closing Datedate hereof, (C) use its best efforts to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer or, in accordance with the procedures set forth in Section 3(f), to the extent any Participating Broker-Dealer participates in the Exchange Offer, use its best efforts to maintain the effectiveness of the Exchange Offer Registration Statement for a period ending on the earlier to occur of (i) the date when all Exchange Notes held by Participating Broker-Dealers have been sold and (ii) 180 days after the consummation of the Exchange Offer and (D) use its best efforts to consummate the Exchange Offer within on or prior to 180 days following the Closing Datedate hereof. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Exchange Securities Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer 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 exchanging Participating Broker-Dealer Notes for Exchange Securities Notes (assuming that such Holder is not an affiliate of the Company Issuer 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 the Exchange SecuritiesNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the registration provisions of the 1933 Act and without material restrictions under the registration and qualification provisions of the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company Issuer shall:
(i) 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 30 20 business days after the date notice thereof is mailed to the Holders (or longer if required by applicable law);
(iii) use the services of the 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 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 his election to have such Initial Securities Notes exchanged;
(v) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the SEC (A) stating that the Issuer is registering the Exchange Offer in reliance on the position of the SEC enunciated in Xxxxxx Xxxxxxx and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including, if applicable, any no-action letter obtained pursuant to clause (v) above) and (B) including a representation that the Issuer has not entered into any arrangement or understanding with any Person to distribute the Exchange Notes to be received in the Exchange Offer and that, to the best of the Issuer's information and belief, each Holder participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the Exchange Notes received in the Exchange Offer; and
(vvi) otherwise comply in all material respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company Issuer shall:
(i) accept for exchange 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 or portions thereof Notes so accepted for exchange by the CompanyIssuer; and
(iii) cause the Trustee promptly to authenticate and deliver Exchange Securities Notes to each Holder of Registrable Securities Notes equal in amount to the Registrable Securities Notes of such Holder so accepted for exchange. Interest on each Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of its original issue. The Exchange Offer shall not be subject to any conditions, other than those that are customary for underwritten offerings of securities including, without limitation, (i) that the Exchange Offer, or the making of any exchange by a Holder, does not not, in the good faith determination of the Issuer, (a) violate applicable law law, statute, rule or regulation, or (b) violate any applicable interpretation of the Staff of the SEC, SEC and (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) that there has been no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency or regulatory authority or any injunction, order or decree issued with respect to the Exchange Offer thatOffer, in which would prohibit the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed Issuer from proceeding with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by United States federal, New York or Tennessee state authorities a banking moratorium that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading on the New York Stock Exchange or generally in the United States over- the-counter market shall not have been suspended by order of the Commission or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each . 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 shall have represented that (Ai) it is not an affiliate (as defined in Rule 405 under the 0000 Xxx) of the CompanyIssuer, (Bii) any Exchange Securities Notes to be received by it were acquired in the ordinary course of business and business, (Ciii) at any the time of the commencement of the Exchange Offer, Offer it has no arrangement with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities Notes and (iv) it is not acting on behalf of any person who could not make the representations in clauses (i) through (iii). The Issuer shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render available the use of Form S-4 or another appropriate form under the 1933 Act; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by inform the Initial Securities pursuant to this Agreement. To the extent permitted by law, the Company shall inform Xxxxxxx Xxxxx Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities Notes in the Exchange Offer. For greater certainty, the Company's obligation to use its best efforts to make the Exchange Offer hereunder terminates at the close of business on the 180th day following the Closing Date.
Appears in 1 contract
Samples: Registration Rights Agreement (KSL Recreation Group Inc)
Exchange Offer Registration. To the extent not prohibited by any --------------------------- applicable law or applicable interpretation of the Staff of the SEC (as determined in the reasonable discretion of the Company)SEC, the Company shall use its best efforts (A) to file within 45 90 days after the Closing Issue Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities Notes for Exchange SecuritiesNotes, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 150 210 days after the Closing Issue Date, (C) to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 180 240 days following the Closing Issue Date. The Exchange Securities Notes will be issued under the Indenture. Upon As soon as practicable, but in no event more than one week, after 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)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 the Exchange SecuritiesNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the registration provisions of the 1933 Act and without material restrictions under the registration and qualification provisions of the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall:
(i) 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 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law);
(iii) use the services of the Depositary for the Exchange Offer;
(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 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 his election to have such Initial Securities Notes exchanged; and
(v) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall:.
(i) accept for exchange 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 or portions thereof 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 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 Note will accrue from the last date on which interest was paid on the Registrable Securities Notes surrendered in exchange therefor or, if no interest has been paid on the Registrable SecuritiesNotes, from the date of its original issueon which the Registrable Notes were issued. The Exchange Offer shall not be subject to any conditions, other than those that are customary for underwritten offerings of securities including, without limitation, (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff of the SEC, and (ii) the due tendering of Registrable Securities Notes in accordance with the Exchange Offer, (iii) 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 that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by United States federal, New York or Tennessee state authorities a banking moratorium that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading on the New York Stock Exchange or generally in the United States over- the-counter market shall not have been suspended by order of the Commission or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each . 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 shall have represented represent that (Ai) it is not an affiliate of the Company, (Bii) any Exchange Securities Notes to be received by it were will be acquired in the ordinary course of business and (Ciii) at any the time of the commencement of the Exchange Offer, Offer it has no arrangement with any person Person to participate in the distribution (within the meaning of the 0000 1933 Xxx) of xx the Exchange Securities Notes and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render available the use of Form S-4 or another appropriate form under the 1933 Act; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this AgreementAct available. To the extent permitted by law, the Company shall inform Xxxxxxx Xxxxx the Initial Purchaser of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers Purchaser shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities Notes in the Exchange Offer. For greater certainty, the Company's obligation to use its best efforts to make the Exchange Offer hereunder terminates at the close of business on the 180th day following the Closing Date.
Appears in 1 contract
Samples: Registration Rights Agreement (Poland Communications Inc)
Exchange Offer Registration. To the extent not prohibited by law (including, without limitation, any --------------------------- applicable law or applicable interpretation of the Staff of the SEC (as determined in the reasonable discretion of the CompanySEC), the Company shall use its best efforts (A) to file within 45 90 days after the Closing Date an the Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities (except Registrable Securities 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 Exchange Securities, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 150 180 days after the Closing Date, (C) to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 180 days on or prior to the earlier of (x) the 30th day following the date on which the Exchange Offer Registration Statement is declared effective and (y) the 210th day following the Closing Date. The Exchange Securities 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 broker-dealers who purchased Debt Securities 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 for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 ActCompany, 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 distribution (within the purpose meaning of distributing the 1933 Xxx) xx Exchange Securities) to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the registration provisions of the 1933 Act and without material restrictions under the registration and qualification provisions of the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall:
(i) 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 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law);
(iii) use the services of the Depositary 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 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 his election to have such Initial Registrable Securities exchanged; and
(v) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange 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 or portions thereof 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 equal in amount to the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security will accrue from the last date on which interest was paid or duly provided for on the Registrable Securities surrendered in exchange or exchanged therefor or, if no interest has been paid on the Registrable Securities, from the date of its their original issue. The Exchange Offer shall not be subject to any conditions, other than those that are customary for underwritten offerings of securities including, without limitation, (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff of the SEC, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency or body with respect to the Exchange Offer that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iviii) that there shall not have been adopted or enacted any law, statute, rule or regulation regulation, (iv) that there shall not have been declared by United States federal or New York state authorities a banking moratorium, (v) that trading on the New York Stock Exchange or generally in the United States over-the-counter market shall not have been suspended by order of the SEC or any other governmental authority and (vi) such other conditions as may be reasonably acceptable to Merrxxx Xxxcx, xx each of clauses (ii) through (v), which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer. In addition, (v) that there shall not have been declared by United States federal, New York or Tennessee state authorities a banking moratorium that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading on the New York Stock Exchange or generally in the United States over- the-counter market shall not have been suspended by order of the Commission or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented will be required to represent that (Ai) it is not an affiliate of the Company, (Bii) any Exchange Securities to be received by it were acquired in the ordinary course of business and (Ciii) at any 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 0000 1933 Xxx) xx the Exchange Securities. Each Participating Broker-Dealer shall be required to make such representations as, in the reasonable judgment of the Exchange Securities and Company, may be necessary under applicable SEC rules, regulations or interpretations or customary in connection with similar exchange offers. Each Holder (including Participating Broker-Dealers) shall have made be required to make such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render available the use of Form S-4 or another appropriate form under the 1933 Act; provided, however, Act available and will be required to agree to comply with their agreements and covenants set forth in this Agreement. The Exchange Offer shall be subject to the further condition that none no stop order shall have been issued by the SEC or any state securities authority suspending the effectiveness of the foregoing conditions Exchange Offer Registration Statement and no proceedings shall relieve have been initiated or, to the Company knowledge of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this AgreementCompany, threatened for that purpose. To the extent permitted by law, the Company shall inform Xxxxxxx Xxxxx shall, upon request of Merrxxx Xxxcx, xxform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to to, and, if requested by the Company, shall, contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certaintyclarity, the Company's obligation to use its best efforts to make the Exchange Offer hereunder terminates at the close of business on the 180th 210th day following the Closing Date.
Appears in 1 contract
Samples: Registration Rights Agreement (Aristech Chemical Corp)
Exchange Offer Registration. To the extent not prohibited by any --------------------------- applicable law or applicable interpretation of the Staff of the SEC (as determined in the reasonable discretion of the Company)SEC, the Company shall use its best efforts (A) to file within 45 70 days after the Closing Issue Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities Notes for Exchange SecuritiesNotes, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 150 130 days after the Closing Issue Date, (C) to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 180 160 days following the Closing Issue Date. The Exchange Securities Notes will be issued under the Indenture. Upon As soon as practicable, but in no event more than one week, after 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)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 the Exchange SecuritiesNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the registration provisions of the 1933 Act and without material restrictions under the registration and qualification provisions of the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall:
(i) 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 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law);
(iii) use the services of the 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, 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 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 his election to have such Initial Securities Notes exchanged; and
(v) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange 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 or portions thereof 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 Notes equal in principal amount at maturity to the principal amount at maturity of the Registrable Securities Notes of such Holder so accepted for exchange. Interest on each Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of its original issue. The Exchange Offer shall not be subject to any conditions, other than those that are customary for underwritten offerings of securities including, without limitation, (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff of the SEC, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) 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 that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by United States federal, New York or Tennessee state authorities a banking moratorium that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading on the New York Stock Exchange or generally in the United States over- the-counter market shall not have been suspended by order of the Commission or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented that (A) it is not an affiliate of the Company, (B) any Exchange Securities to be received by it were acquired in the ordinary course of business and (C) at any 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 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render available the use of Form S-4 or another appropriate form under the 1933 Act; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreement. To the extent permitted by law, the Company shall inform Xxxxxxx Xxxxx of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certainty, the Company's obligation to use its best efforts to make the Exchange Offer hereunder terminates at the close of business on the 180th day following the Closing Date.
Appears in 1 contract
Exchange Offer Registration. To the extent not prohibited by law (including, without limitation, any --------------------------- applicable law or applicable interpretation of the Staff staff of the SEC (as determined in the reasonable discretion of the CompanySEC), the Company shall use its reasonable best efforts (Ai) to file within 45 60 days after the Closing 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 Exchange SecuritiesSeries B Fixed Rate Notes and those which are Term B Notes for Series B Term B Notes, (Bii) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 150 120 days after the Closing Date, (Ciii) to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (Div) to consummate the Exchange Offer within 180 days following the Closing Date. The Exchange Securities Notes will be issued under and made subject to 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 Note Holder (other than Participating Broker-Dealers (as defined in Section 3(f)4(f) eligible 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 to participate in the distribution (within the meaning of the 1933 Xxx) xx Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes) to trade or sell such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the registration provisions of the 1933 Act and without material restrictions under the registration and qualification provisions of the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall:
(iA) 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 30 20 days after the date notice thereof is mailed to the Note Holders (or longer if required by applicable law);
(iiiC) use the services of the 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 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 his election to have such Initial Securities Notes exchanged; and
(vE) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange 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 or portions thereof 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 equal in amount to the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of its original issue. The Exchange Offer shall not be subject to any conditions, other than those that are customary for underwritten offerings of securities including, without limitation, (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff of the SEC, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) 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 that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by United States federal, New York or Tennessee state authorities a banking moratorium that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading on the New York Stock Exchange or generally in the United States over- the-counter market shall not have been suspended by order of the Commission or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented that (A) it is not an affiliate of the Company, (B) any Exchange Securities to be received by it were acquired in the ordinary course of business and (C) at any 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 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render available the use of Form S-4 or another appropriate form under the 1933 Act; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreement. To the extent permitted by law, the Company shall inform Xxxxxxx Xxxxx of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certainty, the Company's obligation to use its best efforts to make the Exchange Offer hereunder terminates at the close of business on the 180th day following the Closing Date.
Appears in 1 contract
Samples: Registration Rights Agreement (Piccadilly Cafeterias Inc)
Exchange Offer Registration. To the extent not prohibited by law (including, without limitation, any --------------------------- applicable law or applicable interpretation of the Staff staff of the SEC (as determined in the reasonable discretion of the CompanySEC), the Company shall use its reasonable best efforts (Ai) to file within 45 days after the Closing 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 Exchange SecuritiesNotes, (Bii) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 150 105 days after the Closing Date, (Ciii) to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (Div) to consummate the Exchange Offer within 180 days following the Closing Date. The Exchange Securities 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 Note Holder (other than Participating Broker-Dealers (as defined in Section 3(f)4(f) eligible 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 to participate in the distribution (within the meaning of the 1933 Xxx) xx Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes) to trade or sell such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the registration provisions of the 1933 Act and without material restrictions under the registration and qualification provisions of the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall:
(iA) 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 30 days after the date notice thereof is mailed to the Note Holders (or longer if required by applicable law);
(iiiC) use the services of the 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 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 his election to have such Initial Securities Notes exchanged; and
(vE) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange 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 or portions thereof 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 equal in amount to the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of its original issue. The Exchange Offer shall not be subject to any conditions, other than those that are customary for underwritten offerings of securities including, without limitation, (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff of the SEC, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) 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 that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by United States federal, New York or Tennessee state authorities a banking moratorium that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading on the New York Stock Exchange or generally in the United States over- the-counter market shall not have been suspended by order of the Commission or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented that (A) it is not an affiliate of the Company, (B) any Exchange Securities to be received by it were acquired in the ordinary course of business and (C) at any 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 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render available the use of Form S-4 or another appropriate form under the 1933 Act; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreement. To the extent permitted by law, the Company shall inform Xxxxxxx Xxxxx of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certainty, the Company's obligation to use its best efforts to make the Exchange Offer hereunder terminates at the close of business on the 180th day following the Closing Date.
Appears in 1 contract
Samples: Registration Rights Agreement (Chesapeake Energy Corp)
Exchange Offer Registration. To the extent not prohibited by any --------------------------- applicable law or applicable interpretation of the Staff staff of the SEC (as determined in the reasonable discretion of the Company)SEC, the Company shall use its best efforts (A) cause to file within 45 days after the Closing Date 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 Exchange Securitiestheir Transfer Restricted Notes, (B) use its best efforts to cause such Exchange Offer Registration Statement to be declared effective by under the SEC 1933 Act as promptly as possible but in any event within 150 days after the Closing Date, Original Issue Date and (C) to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) use its best efforts to consummate the Exchange Offer within 180 30 days following after the Closing Date. The date on which such Exchange Securities will be issued Offer Registration Statement is declared effective under the Indenture1933 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-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 to participate in the Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the registration provisions of the 1933 Act and without material restrictions under the registration and qualification provisions of the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall:
(i) 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 30 20 business days after the date notice thereof is mailed to the Holders (or longer if required by applicable law);
(iii) use the services of the 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 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 his its election to have such Initial Securities Notes exchanged; and
(v) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange 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 or portions thereof 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 Transfer Restricted Notes equal in principal amount to the Registrable Securities principal amount of the Transfer Restricted Notes of such Holder so accepted for exchange. Interest will accrue on each Exchange Security will accrue Note exchanged for a Note, in either case from the last date on which interest was paid on the Registrable Securities Notes surrendered in exchange therefor or, if therefor. If no interest has been paid on the Registrable SecuritiesNotes, such interest will be payable from the date of its original issueFebruary 23, 2000. The Exchange Offer shall not be subject to any conditions, other than those that are customary for underwritten offerings of securities including, without limitation, (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff staff of the SEC, SEC and (ii) the due proper tendering of Registrable Securities Transfer Restricted Notes in accordance with the Exchange Offer, (iii) 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 that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by United States federal, New York or Tennessee state authorities a banking moratorium that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading on the New York Stock Exchange or generally in the United States over- the-counter market shall not have been suspended by order of the Commission or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each . 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 shall have represented that (Ai) it is not an affiliate (as defined in Rule 405 under the 0000 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, (Bii) any Exchange Securities Notes to be received by it were will be acquired in the ordinary course of business and its business, (Ciii) at any the time of the commencement of the Exchange Offer, Offer it has no arrangement with any person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities Notes and (iv) it shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render available the use of Form S-4 or another appropriate form under the 1933 Act; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this AgreementAct available. To the extent permitted by lawlaw and ascertainable by the Company, the Company shall inform Xxxxxxx Xxxxx the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities Transfer Restricted Notes in the Exchange Offer. For greater certainty, the Company's obligation to use its best efforts to make the Exchange Offer hereunder terminates at the close of business on the 180th day following the Closing Date.
Appears in 1 contract
Samples: Notes Registration Rights Agreement (Rhythms Net Connections Inc)
Exchange Offer Registration. To the extent not prohibited by law (including, without limitation, any --------------------------- applicable law or applicable interpretation of the Staff staff of the SEC (as determined in the reasonable discretion of the CompanySEC), the Company shall use its best efforts (Ai) to file within 45 60 days after the Closing Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities (except Registrable Securities held by an Initial Purchaser and acquired directly from the Company if such Initial Purchaser is not permitted, in the opinion of counsel to the Initial Purchasers, pursuant to applicable law or SEC interpretation, to participate in the Exchange Offer) for Exchange Securities, (Bii) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 150 120 days after the Closing Date, (Ciii) to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (Div) to consummate the Exchange Offer within 180 days following the Closing Date. The Exchange Securities 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 hereof) and broker-dealers who purchased Debt Securities 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 for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 ActCompany, 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 distribution (within the purpose meaning of distributing the 1933 Xxx) xx Exchange Securities) to trade or sell such Exchange Securities from and after their receipt without any limitations or restrictions under the registration provisions requirement of the 1933 Act and without material restrictions under the registration and qualification provisions of the securities laws of a substantial proportion of the several states of the United StatesAct. In connection with the Exchange Offer, the Company shall:
(iA) 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;
(iiB) keep the Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law);
(iiiC) use the services of the Depositary for the Exchange Offer;
(ivD) 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 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 his election to have such Initial Securities exchanged; andfor
(vE) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall:
: (ix) accept for exchange 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 or portions thereof 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 equal in amount to the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of its original issue. The Exchange Offer shall not be subject to any conditions, other than those that are customary for underwritten offerings of securities including, without limitation, (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff of the SEC, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) 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 that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by United States federal, New York or Tennessee state authorities a banking moratorium that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading on the New York Stock Exchange or generally in the United States over- the-counter market shall not have been suspended by order of the Commission or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented that (A) it is not an affiliate of the Company, (B) any Exchange Securities to be received by it were acquired in the ordinary course of business and (C) at any 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 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render available the use of Form S-4 or another appropriate form under the 1933 Act; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreement. To the extent permitted by law, the Company shall inform Xxxxxxx Xxxxx of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certainty, the Company's obligation to use its best efforts to make the Exchange Offer hereunder terminates at the close of business on the 180th day following the Closing Date.
Appears in 1 contract
Exchange Offer Registration. To the extent not prohibited by law --------------------------- (including, without limitation, any --------------------------- applicable law or applicable interpretation of the Staff staff of the SEC (as determined in the reasonable discretion of the CompanySEC), the Company shall use its reasonable best efforts (Ai) to file within 45 60 days after the Closing Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities (except Registrable Securities 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 Exchange Securities, (Bii) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 150 at the earliest practicable time, but in no event later than 120 days after the Closing Date, (C) to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (Diii) to consummate the Exchange Offer within 180 days following on the Closing Dateearliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days thereafter. The Exchange Securities 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)) hereof) and broker-dealers who purchased Debt Securities 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 for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 ActCompany, 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 distribution (within the purpose meaning of distributing the 0000 Xxx) of Exchange Securities) to trade or sell such Exchange Securities from and after their receipt without any limitations or restrictions under the registration provisions of the 1933 Act and without material restrictions under the registration and qualification provisions of the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall:
(iA) commence the Exchange Offer and use its reasonable best efforts to issue on or prior to 30 Business Days after the date on which the Exchange Offer Registration Statement is declared effective by the SEC, Exchange Securities in exchange for all Registrable Securities tendered prior thereto in the Exchange Offer;
(B) 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;
(iiC) keep the Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law);
(iiiD) use the services of the Depositary for the Exchange Offer;
(ivE) 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 notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, exchange and a statement that such Holder is withdrawing his election to have such Initial Debt Securities exchanged; and
(vF) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange 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 or portions thereof 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 equal in amount to the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of its original issue. The Exchange Offer shall not be subject to any conditions, other than those that are customary for underwritten offerings of securities including, without limitation, (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff of the SEC, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) 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 that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by United States federal, New York or Tennessee state authorities a banking moratorium that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading on the New York Stock Exchange or generally in the United States over- the-counter market shall not have been suspended by order of the Commission or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented that (A) it is not an affiliate of the Company, (B) any Exchange Securities to be received by it were acquired in the ordinary course of business and (C) at any 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 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render available the use of Form S-4 or another appropriate form under the 1933 Act; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreement. To the extent permitted by law, the Company shall inform Xxxxxxx Xxxxx of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certainty, the Company's obligation to use its best efforts to make the Exchange Offer hereunder terminates at the close of business on the 180th day following the Closing Date.
Appears in 1 contract
Samples: Registration Rights Agreement (Cross Timbers Oil Co)
Exchange Offer Registration. To the extent not prohibited by --------------------------- law (including, without limitation, any --------------------------- applicable law or applicable interpretation of the Staff staff of the SEC (as determined in the reasonable discretion of the CompanySEC), the Company shall use its reasonable best efforts (Ai) to file within 45 days after the Closing Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities (except Registrable Securities 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 Exchange Securities, (Bii) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 150 105 days after the Closing Date, (Ciii) to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (Div) to consummate the Exchange Offer within 180 days following the Closing Date. The Exchange Securities 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)) hereof) and broker-dealers who purchased Debt Securities 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 for Exchange Securities (assuming that such Holder is not an affiliate of the Company within the meaning of Rule 405 under the 1933 ActCompany, 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 distribution (within the purpose meaning of distributing the 0000 Xxx) of Exchange Securities) to trade or sell such Exchange Securities from and after their receipt without any limitations or restrictions under the registration provisions of the 1933 Act and without material restrictions under the registration and qualification provisions of the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall:
(iA) 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;
(iiB) keep the Exchange Offer open for not less than 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law);
(iiiC) use the services of the Depositary for the Exchange Offer;
(ivD) 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 notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange, exchange and a statement that such Holder is withdrawing his election to have such Initial Debt Securities exchanged; and
(vE) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange 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 or portions thereof 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 equal in amount to the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of its original issue. The Exchange Offer shall not be subject to any conditions, other than those that are customary for underwritten offerings of securities including, without limitation, (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff of the SEC, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) 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 that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by United States federal, New York or Tennessee state authorities a banking moratorium that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading on the New York Stock Exchange or generally in the United States over- the-counter market shall not have been suspended by order of the Commission or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented that (A) it is not an affiliate of the Company, (B) any Exchange Securities to be received by it were acquired in the ordinary course of business and (C) at any 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 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render available the use of Form S-4 or another appropriate form under the 1933 Act; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreement. To the extent permitted by law, the Company shall inform Xxxxxxx Xxxxx of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certainty, the Company's obligation to use its best efforts to make the Exchange Offer hereunder terminates at the close of business on the 180th day following the Closing Date.
Appears in 1 contract
Samples: Registration Rights Agreement (Cross Timbers Oil Co)
Exchange Offer Registration. To the extent not prohibited by any --------------------------- applicable law or applicable interpretation of the Staff of the SEC (as determined in the reasonable discretion of the Company)SEC, the Company shall use its best efforts (A) to file within 45 60 days after the Closing Issue Date an Exchange Offer Registration Statement covering the offer by the Company to the Holders to exchange all of the Registrable Securities Notes for Exchange SecuritiesNotes, (B) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 150 90 days after the Closing Issue Date, (C) to cause such Registration Statement to remain effective until the closing of the Exchange Offer and (D) to consummate the Exchange Offer within 180 120 days following the Closing Issue Date. The Exchange Securities Notes will be issued under the Indenture. Upon As soon as practicable, but in no event more than one week, after 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)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 the Exchange SecuritiesNotes) to trade such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the registration provisions of the 1933 Act and without material restrictions under the registration and qualification provisions of the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall:
(i) 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 30 days after the date notice thereof is mailed to the Holders (or longer if required by applicable law);
(iii) use the services of the 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, 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 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 his election to have such Initial Securities Notes exchanged; and
(v) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange 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 or portions thereof 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 Notes equal in principal amount at maturity to the principal amount at maturity of the Registrable Securities Notes of such Holder so accepted for exchange. Interest Original issue discount will accrete, if prior to July 15, 2003, and interest will accrue, if on or after July 15, 2003, on each Exchange Security will accrue Note exchanged for a Registrable Note, in either case from the last date on which original issue discount accreted or interest was paid paid, as the case may be, on the Registrable Securities Notes surrendered in exchange therefor or, if therefor. If no interest has been paid on the Registrable SecuritiesNotes, such interest will accrue from the date of its original issueJuly 15, 2003. The Exchange Offer shall not be subject to any conditions, other than those that are customary for underwritten offerings of securities including, without limitation, (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff of the SEC, and (ii) the due tendering of Registrable Securities Notes in accordance with the Exchange Offer, (iii) 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 that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by United States federal, New York or Tennessee state authorities a banking moratorium that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading on the New York Stock Exchange or generally in the United States over- the-counter market shall not have been suspended by order of the Commission or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each . 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 shall have represented represent that (Ai) it is not an affiliate (as defined in Rule 405 under the 0000 Xxx) of the Company, (Bii) any Exchange Securities Notes to be received by it were will be acquired in the ordinary course of business and (Ciii) at any the time of the commencement of the Exchange Offer, Offer it has no arrangement with any person Person to participate in the distribution (within the meaning of the 0000 Xxx) of the Exchange Securities Notes and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render available the use of Form S-4 or another appropriate form under the 1933 Act; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this AgreementAct available. To the extent permitted by law, the Company shall inform Xxxxxxx Xxxxx the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities Notes in the Exchange Offer. For greater certainty, the Company's obligation to use its best efforts to make the Exchange Offer hereunder terminates at the close of business on the 180th day following the Closing Date.
Appears in 1 contract
Exchange Offer Registration. To the extent not prohibited --------------------------- by law (including, without limitation, any --------------------------- applicable law or applicable interpretation of the Staff staff of the SEC (as determined in the reasonable discretion of the CompanySEC), the Company shall use its reasonable best efforts (Ai) to file within 45 days after the Closing 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 Exchange SecuritiesNotes, (Bii) to cause such Exchange Offer Registration Statement to be declared effective by the SEC within 150 105 days after the Closing Date, (Ciii) to cause such Exchange Offer Registration Statement to remain effective until the closing of the Exchange Offer and (Div) to consummate the Exchange Offer within 180 days following the Closing Date. The Exchange Securities 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 Note Holder (other than Participating Broker-Dealers (as defined in Section 3(f)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 to participate in the distribution (within the meaning of the 0000 Xxx) of Exchange Offer for the purpose of distributing the Exchange SecuritiesNotes) to trade or sell such Exchange Securities Notes from and after their receipt without any limitations or restrictions under the registration provisions of the 1933 Act and without material restrictions under the registration and qualification provisions of the securities laws of a substantial proportion of the several states of the United States. In connection with the Exchange Offer, the Company shall:
(iA) 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 30 days after the date notice thereof is mailed to the Note Holders (or longer if required by applicable law);
(iiiC) use the services of the 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 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 his election to have such Initial Securities Notes exchanged; and
(vE) otherwise comply in all respects with all applicable laws relating to the Exchange Offer. As soon as practicable after the close of the Exchange Offer, the Company shall:
(i) accept for exchange 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 or portions thereof 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 equal in amount to the Registrable Securities of such Holder so accepted for exchange. Interest on each Exchange Security will accrue from the last date on which interest was paid on the Registrable Securities surrendered in exchange therefor or, if no interest has been paid on the Registrable Securities, from the date of its original issue. The Exchange Offer shall not be subject to any conditions, other than those that are customary for underwritten offerings of securities including, without limitation, (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the Staff of the SEC, (ii) the due tendering of Registrable Securities in accordance with the Exchange Offer, (iii) 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 that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (iv) that there shall not have been adopted or enacted any law, statute, rule or regulation which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (v) that there shall not have been declared by United States federal, New York or Tennessee state authorities a banking moratorium that, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer, (vi) that trading on the New York Stock Exchange or generally in the United States over- the-counter market shall not have been suspended by order of the Commission or any other governmental authority, which, in the Company's judgment, would reasonably be expected to impair the ability of the Company to proceed with the Exchange Offer and (vii) that each Holder of Registrable Securities (other than Participating Broker-Dealers) who wishes to exchange such Registrable Securities for Exchange Securities in the Exchange Offer shall have represented that (A) it is not an affiliate of the Company, (B) any Exchange Securities to be received by it were acquired in the ordinary course of business and (C) at any 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 0000 Xxx) of the Exchange Securities and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render available the use of Form S-4 or another appropriate form under the 1933 Act; provided, however, that none of the foregoing conditions shall relieve the Company of its obligations under this Agreement or effect any increase in the interest rate borne by the Initial Securities pursuant to this Agreement. To the extent permitted by law, the Company shall inform Xxxxxxx Xxxxx of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. For greater certainty, the Company's obligation to use its best efforts to make the Exchange Offer hereunder terminates at the close of business on the 180th day following the Closing Date.
Appears in 1 contract
