Further Agreements of the Issuers. The Issuers agree with the --------------------------------- Initial Purchaser: (a) To advise the Initial Purchaser promptly and, if requested, confirm such advice in writing, of the happening of any event which makes any statement of a material fact made in the Offering Memorandum untrue or which requires the making of any additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchaser promptly of any order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum, of any suspension of the qualification of the Notes for offering or sale in any jurisdiction and of the initiation or threatening of any proceeding for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time. (b) To furnish promptly to the Initial Purchaser and counsel for the Initial Purchaser, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested. (c) Prior to making any amendment or supplement to the Offering Memorandum, to furnish a copy thereof to the Initial Purchaser and counsel for the Initial Purchaser and not to effect any such amendment or supplement to which the Initial Purchaser shall reasonably object by notice to the Issuers after a reasonable period to review. (d) If, at any time prior to completion of the resale of the Notes by the Initial Purchaser, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Initial Purchaser or counsel for the Issuers, to amend or supplement the Offering Memorandum in order that the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, will comply with applicable law. (e) For so long as the Notes are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Notes and prospective purchasers of the Notes designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Issuers are then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Notes and prospective purchasers of the Notes designated by such holders). (f) To promptly take from time to time such actions as the Initial Purchaser may reasonably request to qualify the Notes for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser may designate and to continue such qualifications in effect for so long as required for the resale of the Notes, and to arrange for the determination of the eligibility for investment of the Notes under the laws of such jurisdictions as the Initial Purchaser may reasonably request; provided -------- that the Issuers and the Subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction. (g) To assist the Initial Purchaser in arranging for the Notes to be designated Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations -------- adopted by the National Association of Securities Dealers, Inc. ("NASD") ---- relating to trading in the PORTAL Market and for the Notes to be eligible for clearance and settlement through The Depository Trust Company ("DTC"), the --- Euroclear System and Cedel Bank, societe anonyme. (h) Not to, and to cause their affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Notes in a manner which would require registration of the Notes under the Securities Act. (i) Except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause their affiliates not to, authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Notes, the Private Exchange Notes or the Exchange Notes by means of any form of general solicitation or general advertising within the meaning of Regulation D, by means of any directed selling efforts (as defined in Regulation S under the Securities Act) in connection with the Notes or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering and sale of the Notes to the Initial Purchaser as contemplated by this Agreement and the Offering Memorandum. (j) During the period from the Closing Date until two years after the Closing Date or the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, without the prior written consent of the Initial Purchaser, not to, and not permit any of their affiliates (as defined in Rule 144 under the Securities Act) which they control to, resell any of the Notes, the Private Exchange Notes or Exchange Notes that have been reacquired by them, except for Notes, the Private Exchange Notes or Exchange Notes purchased by the Issuers or any of their affiliates and resold in a transaction registered under the Securities Act. (k) Not to, for so long as the Notes are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and to not be or become, or be or become owned by, a closed-end investment company required to be registered, but not registered thereunder. (l) In connection with the offering of the Notes, until the Initial Purchaser shall have notified the Issuers of the completion of the resale of the Notes, not to, and to cause their affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which they or any of their affiliated purchasers has a beneficial interest, any Notes, or attempt to induce any person to purchase any Notes; and not to, and to cause their affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Notes. (m) In connection with the offering of the Notes, to make their officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchaser. (n) To furnish to the Initial Purchaser on the date hereof a copy of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report. (o) To do and perform all things required to be done and performed by them under this Agreement that are within their control prior to or after the Closing Date, and to use their best efforts to satisfy all conditions precedent on their part to the delivery of the Notes. (p) To not take any action prior to the execution and delivery of the Indenture that, if taken after such execution and delivery, would have violated any of the covenants contained in the Indenture. (q) Prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Issuers, their condition (financial or otherwise) or results of operations, business affairs, management or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Issuers and of which the Initial Purchaser is notified), without the prior written consent of the Initial Purchaser, unless in the judgment of the Issuers and their counsel, and after notification to the Initial Purchaser, such press release or communication is required by law. (r) To apply the net proceeds from the sale of the Notes as set forth in the Offering Memorandum under the heading "Use of Proceeds".
Appears in 1 contract
Samples: Purchase Agreement (Mediacom LLC)
Further Agreements of the Issuers. The Each of the Issuers agree agrees with each of the --------------------------------- several Initial PurchaserPurchasers:
(a) To to advise the Initial Purchaser Purchasers promptly and, if requested, confirm such advice in writing, of the happening of any event which makes any statement of a material fact made in the Offering Memorandum untrue or which requires the making of any additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchaser Purchasers promptly of any order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum, of any suspension of the qualification of the Notes Securities for offering or sale in any jurisdiction and of the initiation or threatening of any proceeding for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time.;
(b) To to furnish promptly to each of the Initial Purchaser Purchasers and counsel for the Initial PurchaserPurchasers, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested.;
(c) Prior prior to making any amendment or supplement to the Offering Memorandum, to furnish a copy thereof to each of the Initial Purchaser Purchasers and counsel for the Initial Purchaser Purchasers and not to effect any such amendment or supplement to which the Initial Purchaser Purchasers shall reasonably object by notice to the Issuers after a reasonable period to review.;
(d) Ifif, at any time prior to completion of the resale of the Notes Securities by the Initial PurchaserPurchasers, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Initial Purchaser Purchasers or counsel for the Issuers, to amend or supplement the Offering Memorandum in order that the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, will comply with applicable law.;
(e) For for so long as the Notes Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Notes Securities and beneficial owners and prospective purchasers of the Notes Securities designated by such holders, upon request of such holders or such beneficial owners or prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Issuers are then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Notes Securities and beneficial owners and prospective purchasers of the Notes Securities designated by such holders).;
(f) To for so long as the Securities are outstanding, to furnish to the Initial Purchasers copies of any annual reports, quarterly reports and current reports filed by either of the Issuers with the Commission on Forms 10-K, 10-Q and 8-K, or 20-F or 6-K, or such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Issuers to the Trustees or to the holders of the Securities pursuant to the Indentures or the Exchange Act or any rule or regulation of the Commission thereunder;
(g) to promptly take from time to time such actions as the Initial Purchaser Purchasers may reasonably request to qualify the Notes Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser Purchasers may designate and to continue such qualifications in effect for so long as required for the resale of the Notes, Securities; and to arrange for the determination of the eligibility for investment of the Notes Securities under the laws of such jurisdictions as the Initial Purchaser Purchasers may reasonably request; provided -------- that the Issuers and the Subsidiaries subsidiaries of DCC shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction.jurisdiction (other than as required by this Agreement);
(gh) To assist to arrange, with the cooperation of the Initial Purchaser in arranging Purchasers, for (i) the Notes Dollar Securities to be (A) designated Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations -------- adopted by the National Association of Securities Dealers, Inc. ("NASD") ---- relating to trading in the PORTAL Market and for the Notes to be Market, (B) eligible for clearance and settlement through The Depository Trust Company ("DTC"), the --- Euroclear System ("Euroclear") and Cedel Bank, societe anonyme.
S.A. (h"Cedel") Not to, and to cause their affiliates not to, sell, offer (C) listed on the Luxembourg Exchange and (ii) for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the DM Securities Act) which could be integrated with the sale of the Notes in a manner which would require registration of the Notes under the Securities Act.
(i) Except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause their affiliates not to, authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Notes, the Private Exchange Notes or the Exchange Notes by means of any form of general solicitation or general advertising within the meaning of Regulation D, by means of any directed selling efforts (as defined in Regulation S under the Securities Act) in connection with the Notes or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering (A) eligible for clearance and sale of the Notes to the Initial Purchaser as contemplated by this Agreement settlement through Euroclear and the Offering Memorandum.
Cedel and (jB) During the period from the Closing Date until two years after the Closing Date or the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, without the prior written consent of the Initial Purchaser, not to, and not permit any of their affiliates (as defined in Rule 144 under the Securities Act) which they control to, resell any of the Notes, the Private Exchange Notes or Exchange Notes that have been reacquired by them, except for Notes, the Private Exchange Notes or Exchange Notes purchased by the Issuers or any of their affiliates and resold in a transaction registered under the Securities Act.
(k) Not to, for so long as the Notes are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and to not be or become, or be or become owned by, a closed-end investment company required to be registered, but not registered thereunder.
(l) In connection with the offering of the Notes, until the Initial Purchaser shall have notified the Issuers of the completion of the resale of the Notes, not to, and to cause their affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which they or any of their affiliated purchasers has a beneficial interest, any Notes, or attempt to induce any person to purchase any Notes; and not to, and to cause their affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Notes.
(m) In connection with the offering of the Notes, to make their officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchaser.
(n) To furnish to the Initial Purchaser listed on the date hereof a copy of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report.
(o) To do and perform all things required to be done and performed by them under this Agreement that are within their control prior to or after the Closing Date, and to use their best efforts to satisfy all conditions precedent on their part to the delivery of the Notes.
(p) To not take any action prior to the execution and delivery of the Indenture that, if taken after such execution and delivery, would have violated any of the covenants contained in the Indenture.
(q) Prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Issuers, their condition (financial or otherwise) or results of operations, business affairs, management or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Issuers and of which the Initial Purchaser is notified), without the prior written consent of the Initial Purchaser, unless in the judgment of the Issuers and their counsel, and after notification to the Initial Purchaser, such press release or communication is required by law.
(r) To apply the net proceeds from the sale of the Notes as set forth in the Offering Memorandum under the heading "Use of Proceeds".Luxembourg Exchange;
Appears in 1 contract
Further Agreements of the Issuers. The Issuers agree with or the --------------------------------- Initial PurchaserCompany, as applicable, agree:
(a) To advise prepare a Prospectus Supplement in a form approved by the Initial Purchaser promptly Underwriters and, not later than the Commission's close of business on the second business day following the execution and delivery of each Terms Agreement or, if requestedapplicable, confirm such advice in writingearlier time as may be required by Rule 430A(a)(3) under the Securities Act, of to file a Prospectus Supplement pursuant to Rule 424(b) under the happening of any event which makes any statement of a material fact made in the Offering Memorandum untrue or which requires the making of any additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order Securities Act; to make no further amendment to the statements therein, in Registration Statement (including any post-effective amendment) or any amendment or supplement to the light of Prospectus except as permitted herein and by the circumstances under which they were made, not misleadingapplicable Terms Agreement; to advise the Initial Purchaser Underwriters , promptly after receiving notice thereof, of the time when any supplement to each Prospectus Supplement has been filed and to furnish such Underwriters with copies thereof; to advise such Underwriters, promptly after receiving notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the any Preliminary Offering Memorandum Prospectus Supplement or the Offering Memorandumany Prospectus Supplement, of any the suspension of the qualification of the Notes Offered Securities for offering or sale in any jurisdiction and jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or any Prospectus Supplement or for additional information; and to use its best efforts to prevent and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of the any Preliminary Offering Memorandum Prospectus Supplement or the Offering Memorandum any Prospectus Supplement or suspending any such qualification and, if any such suspension is issuedqualification, to use promptly its best efforts to obtain the lifting thereof at the earliest possible time.its withdrawal;
(b) To furnish promptly to each of the Initial Purchaser Underwriters and to counsel for the Initial Purchaser, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested.
(c) Prior to making any amendment or supplement to the Offering Memorandum, to furnish Underwriters a copy thereof to the Initial Purchaser and counsel for the Initial Purchaser and not to effect any such amendment or supplement to which the Initial Purchaser shall reasonably object by notice to the Issuers after a reasonable period to review.
(d) If, at any time prior to completion of the resale of the Notes by the Initial Purchaser, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Initial Purchaser or counsel for the Issuers, to amend or supplement the Offering Memorandum in order that the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, will comply with applicable law.
(e) For so long as the Notes are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Notes and prospective purchasers of the Notes designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Issuers are then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Notes and prospective purchasers of the Notes designated by such holders).
(f) To promptly take from time to time such actions as the Initial Purchaser may reasonably request to qualify the Notes for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser may designate and to continue such qualifications in effect for so long as required for the resale of the Notes, and to arrange for the determination of the eligibility for investment of the Notes under the laws of such jurisdictions as the Initial Purchaser may reasonably request; provided -------- that the Issuers and the Subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction.
(g) To assist the Initial Purchaser in arranging for the Notes to be designated Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations -------- adopted by the National Association of Securities Dealers, Inc. ("NASD") ---- relating to trading in the PORTAL Market and for the Notes to be eligible for clearance and settlement through The Depository Trust Company ("DTC"), the --- Euroclear System and Cedel Bank, societe anonyme.
(h) Not to, and to cause their affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Notes in a manner which would require registration of the Notes under the Securities Act.
(i) Except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause their affiliates not to, authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Notes, the Private Exchange Notes or the Exchange Notes by means of any form of general solicitation or general advertising within the meaning of Regulation D, by means of any directed selling efforts (as defined in Regulation S under the Securities Act) in connection with the Notes or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering and sale of the Notes to the Initial Purchaser as contemplated by this Agreement and the Offering Memorandum.
(j) During the period from the Closing Date until two years after the Closing Date or the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, without the prior written consent of the Initial Purchaser, not to, and not permit any of their affiliates (as defined in Rule 144 under the Securities Act) which they control to, resell any of the Notes, the Private Exchange Notes or Exchange Notes that have been reacquired by them, except for Notes, the Private Exchange Notes or Exchange Notes purchased by the Issuers or any of their affiliates and resold in a transaction registered under the Securities Act.
(k) Not to, for so long as the Notes are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and to not be or become, or be or become owned by, a closed-end investment company required to be registered, but not registered thereunder.
(l) In connection with the offering of the Notes, until the Initial Purchaser shall have notified the Issuers of the completion of the resale of the Notes, not to, and to cause their affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which they or any of their affiliated purchasers has a beneficial interest, any Notes, or attempt to induce any person to purchase any Notes; and not to, and to cause their affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Notes.
(m) In connection with the offering of the Notes, to make their officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchaser.
(n) To furnish to the Initial Purchaser on the date hereof a signed copy of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report.
(o) To do and perform all things required to be done and performed by them under this Agreement that are within their control prior to or after the Closing Date, and to use their best efforts to satisfy all conditions precedent on their part to the delivery of the Notes.
(p) To not take any action prior to the execution and delivery of the Indenture that, if taken after such execution and delivery, would have violated any of the covenants contained in the Indenture.
(q) Prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Issuers, their condition (financial or otherwise) or results of operations, business affairs, management or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Issuers and of which the Initial Purchaser is notified), without the prior written consent of the Initial Purchaser, unless in the judgment of the Issuers and their counsel, and after notification to the Initial Purchaser, such press release or communication is required by law.
(r) To apply the net proceeds from the sale of the Notes Registration Statement as set forth in the Offering Memorandum under the heading "Use of Proceeds".originally
Appears in 1 contract
Further Agreements of the Issuers. The Issuers agree Each Issuer agrees, jointly and severally, with the --------------------------------- each Initial Purchaser:
(a) To to advise the Initial Purchaser Purchasers promptly and, if requested, confirm such advice in writing, of the happening of any event which makes any statement of a material fact made in the Final Offering Memorandum untrue or which requires the making of any additions to or changes in the Final Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchaser Purchasers promptly of any order preventing or suspending the use of the Preliminary Offering Memorandum or the Final Offering Memorandum, of any suspension of the qualification of the Notes Securities for offering or sale in any jurisdiction and of the initiation or threatening of any proceeding for any such purpose; and to use its reasonable best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Final Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time.;
(b) To to furnish promptly to each of the Initial Purchaser Purchasers and counsel for the Initial PurchaserPurchasers, without charge, as many copies of the Preliminary Offering Memorandum and the Final Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested.;
(c) Prior prior to making any amendment or supplement to the Final Offering Memorandum, to furnish a copy thereof to each of the Initial Purchaser Purchasers and counsel for the Initial Purchaser Purchasers and not to effect any such amendment or supplement to which the Initial Purchaser Purchasers shall reasonably object by notice to the Issuers Company after a reasonable period to review.;
(d) Ifif, at any time prior to completion of the resale of the Notes Securities by the Initial PurchaserPurchasers, any event shall occur occur, information shall become known or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Initial Purchaser Purchasers or counsel for the IssuersCompany, to amend or supplement the Final Offering Memorandum in order that the Final Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Final Offering Memorandum to comply with applicable law, to promptly prepare (subject to Section 4(c) above) such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Final Offering Memorandum, as so amended or supplemented, will comply with applicable law.;
(e) For for so long as the Notes Securities are outstanding and are "“restricted securities" ” within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Notes Securities and prospective purchasers of the Notes Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Issuers are Company is then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Notes Securities and prospective purchasers of the Notes Securities designated by such holders).;
(f) To for so long as the Securities are outstanding, to furnish to the Initial Purchasers, unless publicly available, copies of any reports and such other documents, reports and information as shall be furnished by the Company to the Trustee or to the holders of the Notes pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder;
(g) to promptly take from time to time such actions as the Initial Purchaser Purchasers may reasonably request to qualify the Notes Securities for offering and sale under the state securities or Blue Sky laws of such jurisdictions as the Initial Purchaser Purchasers may designate and to continue such qualifications in effect for so long as required for the resale of the Notes, Securities; and to arrange for the determination of the eligibility for investment of the Notes Securities under the laws of such jurisdictions as the Initial Purchaser Purchasers may reasonably request; provided -------- provided, however, that the Issuers and the Subsidiaries no Issuer shall not be obligated to qualify as a foreign corporations corporation in any jurisdiction in which they are it is not so qualified or to file a general consent to service of process in any jurisdiction.;
(gh) To to use its reasonable best efforts to assist the Initial Purchaser Purchasers in arranging for the Notes Securities to be designated Private Offerings, Resales and Trading through Automated Linkages ("“PORTAL"”) Market securities in accordance with the rules and regulations -------- adopted by the National Association of Securities Dealers, Inc. ("“NASD"”) ---- relating to trading in the PORTAL Market and for the Notes Securities to be eligible for clearance and settlement through The Depository Trust Company ("“DTC"”), the --- Euroclear System and Cedel Bank, societe anonyme.;
(hi) Not not to, and to cause their affiliates its Affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Notes Securities in a manner which would require registration of the Notes sale of the Securities under the Securities Act.;
(ij) Except except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to use its reasonable best efforts to cause their affiliates its Affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Notes, the Private Exchange Notes or the Exchange Notes Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D, by means of any directed selling efforts (as defined in Regulation S under the Securities Act) in connection with the Notes D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering and sale of the Notes to the Initial Purchaser Securities as contemplated by this Agreement and the Final Offering Memorandum.; and not to engage in any directed selling efforts within the meaning of Regulation S with respect to the Securities, and all such persons will comply with the offering restrictions requirement of Regulation S;
(jk) During the for a period of 90 days from the Closing Date until two years after the Closing Date or the effectiveness date of the Exchange Offer Registration Statement Final Offering Memorandum, not to offer for sale, sell, contract to sell or Shelf Registration Statementotherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities or guaranteed by the Issuers (other than the Securities) without the prior written consent of the Initial PurchaserPurchasers;
(l) without the prior written consent of the Initial Purchasers, not to, and not permit any of their its affiliates (as defined in Rule 144 under the Securities Act) which they control to, resell any of the Notes, the Private Exchange Notes or Exchange Notes Securities that have been reacquired by them, except for Notes, the Private Exchange Notes or Exchange Notes Securities purchased by the Issuers Company or any of their its affiliates and resold in a transaction registered under the Securities Act.;
(km) Not not to, for so long as the Notes Securities are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and to not be or become, or be or become owned by, a closed-end investment company required to be registered, but not registered thereunder.;
(ln) In in connection with the offering of the NotesSecurities, until the Initial Purchaser Purchasers shall have notified the Issuers Company of the completion of the resale of the NotesSecurities, not to, and to cause their its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which they it or any of their its affiliated purchasers has a beneficial interest, any NotesSecurities, or attempt to induce any person to purchase any NotesSecurities; and not to, and to use its reasonable efforts to cause their its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Notes.Securities;
(mo) In in connection with the offering of the NotesSecurities, to make their its officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchaser.Purchasers;
(np) To furnish to the Initial Purchaser on the date hereof a copy of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report.
(o) To do and perform all things required to be done and performed by them it under this Agreement and the Registration Rights Agreement that are within their its control prior to or after the Closing Date, and to use their its reasonable best efforts to satisfy all conditions precedent on their its part to the delivery of the Notes.
(p) To not take any action prior to the execution and delivery of the Indenture that, if taken after such execution and delivery, would have violated any of the covenants contained in the Indenture.Securities;
(q) Prior prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the IssuersCompany, their condition (its condition, financial or otherwise) , or results of operationsearnings, business affairs, management affairs or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Issuers Company and of which the Initial Purchaser is Purchasers are notified, including the speech by Xxxxxx Xxxxx at the XX Xxxx Best Ideas Conference), without the prior written consent of the Initial PurchaserPurchasers, unless in the judgment of the Issuers Company and their its counsel, and after notification to the Initial PurchaserPurchasers, such press release or communication is required by law.; and
(r) To to apply the net proceeds from the sale of the Notes Securities as set forth in the Final Offering Memorandum under the heading "“Use of Proceeds"proceeds.”
Appears in 1 contract
Samples: Purchase Agreement (Nbty Inc)
Further Agreements of the Issuers. The Issuers agree with or the --------------------------------- Initial PurchaserCompany, as applicable, agree:
(a) To advise prepare a Preliminary Prospectus Supplement in a form approved by the Initial Purchaser promptly Underwriters and, not later than the Commission's close of business on the second business day following the execution and delivery of each Terms Agreement or, if requestedapplicable, confirm such advice in writingearlier time as may be required by Rule 430A(a)(3) under the Securities Act, of to file a Prospectus Supplement pursuant to Rule 424(b) under the happening of any event which makes any statement of a material fact made in the Offering Memorandum untrue or which requires the making of any additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order Securities Act; to make no further amendment to the statements therein, in Registration Statement (including any post-effective amendment) or any amendment or supplement to the light of Prospectus except as permitted herein and by the circumstances under which they were made, not misleadingapplicable Terms Agreement; to advise the Initial Purchaser Underwriters , promptly after receiving notice thereof, of the time when any supplement to the Prospectus Supplement has been filed and to furnish such Underwriters with copies thereof; to advise such Underwriters, promptly after receiving notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of the any Preliminary Offering Memorandum Prospectus Supplement or the Offering MemorandumProspectus Supplement, of any the suspension of the qualification of the Notes Offered Securities for offering or sale in any jurisdiction and jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus Supplement or for additional information; and to use its best efforts to prevent and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of the any Preliminary Offering Memorandum Prospectus Supplement or the Offering Memorandum Prospectus Supplement or suspending any such qualification and, if any such suspension is issuedqualification, to use promptly its best efforts to obtain the lifting thereof at the earliest possible time.its withdrawal;
(b) To furnish promptly to each of the Initial Purchaser Underwriters and to counsel for the Initial Purchaser, without charge, as many copies Underwriters a signed copy of the Preliminary Offering Memorandum Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Offering Memorandum (Commission, including all consents and any amendments or supplements thereto) as may be reasonably requested.exhibits filed therewith;
(c) Prior to making any amendment or supplement To deliver promptly to the Offering Memorandum, to furnish a copy thereof to Underwriters such number of the Initial Purchaser and counsel for following documents as the Initial Purchaser and not to effect any such amendment or supplement to which the Initial Purchaser Underwriters shall reasonably object by notice to the Issuers after a reasonable period to review.
(d) If, at any time prior to completion of the resale of the Notes by the Initial Purchaser, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Initial Purchaser or counsel for the Issuers, to amend or supplement the Offering Memorandum in order that the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, will comply with applicable law.
(e) For so long as the Notes are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Notes and prospective purchasers of the Notes designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Issuers are then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Notes and prospective purchasers of the Notes designated by such holders).
(f) To promptly take from time to time such actions as the Initial Purchaser may reasonably request to qualify the Notes for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser may designate and to continue such qualifications in effect for so long as required for the resale of the Notes, and to arrange for the determination of the eligibility for investment of the Notes under the laws of such jurisdictions as the Initial Purchaser may reasonably request; provided -------- that the Issuers and the Subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction.
(g) To assist the Initial Purchaser in arranging for the Notes to be designated Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations -------- adopted by the National Association of Securities Dealers, Inc. ("NASD") ---- relating to trading in the PORTAL Market and for the Notes to be eligible for clearance and settlement through The Depository Trust Company ("DTC"), the --- Euroclear System and Cedel Bank, societe anonyme.
(h) Not to, and to cause their affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Notes in a manner which would require registration of the Notes under the Securities Act.
: (i) Except following the effectiveness conformed copies of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause their affiliates not to, authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Notes, the Private Exchange Notes or the Exchange Notes by means of any form of general solicitation or general advertising within the meaning of Regulation D, by means of any directed selling efforts (as defined in Regulation S under the Securities Act) in connection originally filed with the Notes or Commission and each amendment thereto (in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering and sale of the Notes to the Initial Purchaser as contemplated by each case excluding exhibits other than this Agreement and the Offering Memorandum.
computation of per share earnings) and (j) During the period from the Closing Date until two years after the Closing Date or the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, without the prior written consent of the Initial Purchaser, not to, and not permit any of their affiliates (as defined in Rule 144 under the Securities Act) which they control to, resell any of the Notes, the Private Exchange Notes or Exchange Notes that have been reacquired by them, except for Notes, the Private Exchange Notes or Exchange Notes purchased by the Issuers or any of their affiliates and resold in a transaction registered under the Securities Act.
(k) Not to, for so long as the Notes are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and to not be or become, or be or become owned by, a closed-end investment company required to be registered, but not registered thereunder.
(l) In connection with the offering of the Notes, until the Initial Purchaser shall have notified the Issuers of the completion of the resale of the Notes, not to, and to cause their affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which they or any of their affiliated purchasers has a beneficial interest, any Notes, or attempt to induce any person to purchase any Notes; and not to, and to cause their affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Notes.
(m) In connection with the offering of the Notes, to make their officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchaser.
(n) To furnish to the Initial Purchaser on the date hereof a copy of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report.
(o) To do and perform all things required to be done and performed by them under this Agreement that are within their control prior to or after the Closing Date, and to use their best efforts to satisfy all conditions precedent on their part to the delivery of the Notes.
(p) To not take any action prior to the execution and delivery of the Indenture that, if taken after such execution and delivery, would have violated any of the covenants contained in the Indenture.
(q) Prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Issuers, their condition (financial or otherwise) or results of operations, business affairs, management or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Issuers and of which the Initial Purchaser is notifiedii), without the prior written consent of the Initial Purchaser, unless in the judgment of the Issuers and their counsel, and after notification to the Initial Purchaser, such press release or communication is required by law.
(r) To apply the net proceeds from the sale of the Notes as set forth in the Offering Memorandum under the heading "Use of Proceeds".
Appears in 1 contract
Further Agreements of the Issuers. The Each of the Issuers agree further agrees with the --------------------------------- Initial PurchaserUnderwriters that:
(a) To The Issuers will prepare the Prospectus in a form approved by the Representative, and file such Prospectus pursuant to Rule 424(b) or Rule 462 of the Rules and Regulations not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A of the Rules and Regulations; make no further amendment or any supplement to the Registration Statement or to the Prospectus prior to the Closing Date except as permitted herein; advise the Initial Purchaser Representative, promptly after it receives notice thereof at any time prior to the expiration of the period during which the Underwriters are obligated under the Securities Act and the Rules and Regulations to deliver a prospectus, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and furnish the Representative with copies thereof; advise the Representative, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the 1998 Refinancing Certificates for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for any additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, promptly use its best efforts to obtain its withdrawal at the earliest possible time.
(b) The Issuers will furnish promptly to the Representative or to counsel to the Underwriters three signed copies of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith, without charge.
(c) The Issuers will deliver promptly to the Representative such number of the following documents as the Representative shall reasonably request: (i) a conformed copy of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case, without consents or exhibits) for delivery to each Underwriter and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus. In the case of the Prospectus, each of Airplanes Limited and Airplanes Trust further agrees to furnish copies of the Prospectus in New York and London, prior to 5:00 P.M. (London time) on the business day following the date of this Agreement, in such quantities as the Representative reasonably requests. If the delivery of a prospectus is required at any time prior to the expiration of nine months after the Effective Time in connection with the offering or sale of the 1998 Refinancing Certificates and, if requested, confirm at such advice in writing, time any events shall have occurred as a result of which the happening of any event which makes any Prospectus as then amended or supplemented would include an untrue statement of a material fact made in the Offering Memorandum untrue or which requires the making of omit to state any additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mademade when such Prospectus is delivered, not misleading; to advise the Initial Purchaser promptly of any order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum, of any suspension of the qualification of the Notes for offering or sale in any jurisdiction and of the initiation or threatening of any proceeding or, if for any other reason it shall be necessary during such purpose; same period to amend or supplement the Prospectus in order to comply with the Securities Act, the Issuers shall amend or supplement the Prospectus, as the Issuers deem appropriate to correct such statement or omission or effect such compliance, notify the Representative of such amendment or supplement and, upon the Representative's request, prepare and furnish without charge to each Underwriter and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time.
(b) To furnish promptly to the Initial Purchaser and counsel for the Initial Purchaser, without charge, dealer in securities as many copies as the Representative may from time to time reasonably request of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested.
(c) Prior to making any amendment such amended Prospectus or supplement to the Offering MemorandumProspectus which corrects such statement or omission or effects such compliance, and in case any Underwriter is required to deliver a prospectus in connection with sales of any of the 1998 Refinancing Certificates at any time nine months or more after the Effective Time, upon the request of the Representative but at the expense of such Underwriter, prepare and deliver to such Underwriter as many copies as the Representative may reasonably request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act.
(d) The Issuers will file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that (i) may, in the reasonable judgment of the Issuers or in the reasonable judgment of the Representative at any time prior to the expiration of the period during which the Underwriters are obligated under the Securities Act and the Rules and Regulations to deliver a prospectus, be required by the Securities Act or the Rules and Regulations or (ii) is requested by the Commission.
(e) Prior to filing with the Commission (i) any amendment to the Registration Statement or supplement to the Prospectus or (ii) any Prospectus pursuant to Rule 424 or Rule 462 of the Rules and Regulations, the Issuers will, at any time prior to the expiration of the period during which the Underwriters are obligated under the Securities Act and the Rules and Regulations to deliver a prospectus, furnish a copy thereof to the Initial Purchaser Representative and counsel for the Initial Purchaser Underwriters and not to effect file any such amendment or supplement document to which the Initial Purchaser Representative shall reasonably object by after having been given reasonable notice to the Issuers after a reasonable period to review.
(d) If, at any time prior to completion of the resale of the Notes by the Initial Purchaser, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Initial Purchaser or counsel for the Issuers, to amend or supplement the Offering Memorandum in order that the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, will comply with applicable law.
(e) For so long as the Notes are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Notes and prospective purchasers of the Notes designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Issuers are then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Notes and prospective purchasers of the Notes designated by such holders)proposed filing thereof.
(f) To So long as any of the 1998 Refinancing Certificates are outstanding, the Issuers will furnish to the Underwriters, by first-class mail as soon as practicable (i) all documents distributed by the 1998 Refinancing Trustee, either Indenture Trustee, the Cash Manager or the Issuers to holders of 1998 Refinancing Certificates, or filed with the Commission pursuant to the Exchange Act, or any rule or regulation of the Commission thereunder, (ii) any order of the Commission under the Securities Act or the Exchange Act applicable to either of the 1998 Refinancing Trusts or to the Issuers as originators of the 1998 Refinancing Trusts, or pursuant to a "no action" letter obtained from the staff of the Commission by the Issuers and affecting either of the 1998 Refinancing Trusts or the Issuers as originators of the 1998 Refinancing Trusts, and (iii) from time to time, such other information concerning the Issuers or either of the 1998 Refinancing Trusts as the Underwriters may reasonably request.
(g) The Issuers will promptly take from time to time take such actions action as the Initial Purchaser Representative may reasonably request to qualify the Notes 1998 Refinancing Certificates for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser Representative may designate request and to continue comply with such qualifications laws so as to permit the continuance of sales and dealings therein in effect such jurisdictions for so as long as required for may be necessary to complete the resale distribution of the Notes, and to arrange for the determination of the eligibility for investment of the Notes under the laws of such jurisdictions as the Initial Purchaser may reasonably request1998 Refinancing Certificates; provided -------- that that, in connection therewith, the Issuers and the Subsidiaries shall not be obligated required to qualify as a foreign corporations in any jurisdiction in which they are not so qualified corporation or to file a general consent to service of process in any jurisdiction.
(g) To assist the Initial Purchaser in arranging for the Notes to be designated Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations -------- adopted by the National Association of Securities Dealers, Inc. ("NASD") ---- relating to trading in the PORTAL Market and for the Notes to be eligible for clearance and settlement through The Depository Trust Company ("DTC"), the --- Euroclear System and Cedel Bank, societe anonyme.
(h) Not to, During the period beginning on the date hereof and continuing to cause their affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect and including the later of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Notes in a manner which would require registration of the Notes under the Securities Act.
(i) Except following the effectiveness completion of the Exchange Offer Registration Statement or distribution of the Shelf Registration Statement, as 1998 Refinancing Certificates covered by this Agreement and (ii) the case may be, not to, and to cause their affiliates not to, authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the NotesClosing Date, the Private Exchange Notes or the Exchange Notes by means of any form of general solicitation or general advertising within the meaning of Regulation D, by means of any directed selling efforts (as defined in Regulation S under the Securities Act) in connection with the Notes or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and Issuers will not to offer, sell, contract to sell or otherwise dispose of, directly or indirectlycause to be offered, sold, contracted for sale or disposed, any debt securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable Issuers, other than the 1998 Refinancing Notes or any certificates of fractional undivided interests in any debt of the Issuers which are substantially similar to the offering and sale of 1998 Refinancing Notes, or the Notes to the Initial Purchaser 1998 Refinancing Certificates, other than as contemplated by this Agreement and in the Offering Memorandum.
(j) During the period from the Closing Date until two years after the Closing Date or the effectiveness of the Exchange Offer Registration Statement or Shelf Registration StatementProspectus, without the prior written consent of the Initial PurchaserRepresentative.
(i) The Issuers will make generally available to the Issuers' Certificateholders and to the Underwriters as soon as practicable an earning statement covering the twelve-month period ending March 31, not to, and not permit any 1998 that satisfies the provisions of their affiliates (as defined in Rule 144 under Section 11(a) of the Securities Act) which they control to, resell any Act and the rules and regulations of the NotesCommission thereunder.
(j) To the extent, if any, that the ratings provided with respect to the 1998 Refinancing Certificates by any Rating Agency are conditional upon the furnishing of documents or the taking of any other actions by the Issuers, the Private Exchange Notes or Exchange Notes that have been reacquired by them, except for Notes, the Private Exchange Notes or Exchange Notes purchased by the Issuers or will furnish such documents and take any of their affiliates and resold in a transaction registered under the Securities Actsuch other actions.
(k) Not to, for so long as the Notes are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and to not be or become, or be or become owned by, a closed-end investment company required to be registered, but not registered thereunder.
(l) In connection with the offering of the Notes, until the Initial Purchaser shall have notified the The Issuers of the completion of the resale of the Notes, not to, and to cause their affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which they or any of their affiliated purchasers has a beneficial interest, any Notes, or attempt to induce any person to purchase any Notes; and not to, and to cause their affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Notes.
(m) In connection with the offering of the Notes, to make their officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchaser.
(n) To furnish to the Initial Purchaser on the date hereof a copy of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report.
(o) To do and perform all things required to be done and performed by them under this Agreement that are within their control prior to or after the Closing Date, and to will use their reasonable best efforts to satisfy all conditions precedent cause the 1998 Refinancing Certificates to be listed on their part to the delivery of the Notes.
(p) To not take any action Luxembourg Stock Exchange prior to the execution Closing Date and delivery will furnish from time to time any and all documents, instruments, information and undertakings that may reasonably be necessary or advisable in order to comply with the listing rules of the Indenture that, if taken after such execution Luxembourg Stock Exchange unless and delivery, would have violated any of the covenants contained in the Indenture.
(q) Prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to until the Issuers, their condition (financial or otherwise) or results of operations, business affairs, management or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent after consultation with the past practices Representative, determine to terminate the listing of the Issuers and of which the Initial Purchaser is notified), without the prior written consent of the Initial Purchaser, unless in the judgment of the Issuers and their counsel, and after notification to the Initial Purchaser, 1998 Refinancing Certificates on such press release or communication is required by lawexchange.
(r) To apply the net proceeds from the sale of the Notes as set forth in the Offering Memorandum under the heading "Use of Proceeds".
Appears in 1 contract
Further Agreements of the Issuers. The Issuers agree with the --------------------------------- Initial Purchaser:
(a) To advise the Initial Purchaser promptly and, if requested, confirm such advice in writing, of the happening of any event which makes any statement of a material fact made in the Offering Memorandum untrue or which requires the making of any additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchaser promptly of any order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum, of any suspension of the qualification of the Notes for offering or sale in any jurisdiction and of the initiation or threatening of any proceeding for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time.
(b) To furnish promptly to the Initial Purchaser and counsel for the Initial Purchaser, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested.
(c) Prior to making any amendment or supplement to the Offering Memorandum, to furnish a copy thereof to the Initial Purchaser and counsel for the Initial Purchaser and not to effect any such amendment or supplement to which the Initial Purchaser shall reasonably object by notice to the Issuers after a reasonable period to review.
(d) If, at any time prior to completion of the resale of the Notes by the Initial Purchaser, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Initial Purchaser or counsel for the Issuers, to amend or supplement the Offering Memorandum in order that the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, will comply with applicable law.
(e) For so long as the Notes are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Notes and prospective purchasers of the Notes designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Issuers are then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Notes and prospective purchasers of the Notes designated by such holders).
(f) To promptly take from time to time such actions as the Initial Purchaser may reasonably request to qualify the Notes for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser may designate and to continue such qualifications in effect for so long as required for the resale of the Notes, and to arrange for the determination of the eligibility for investment of the Notes under the laws of such jurisdictions as the Initial Purchaser may reasonably request; provided -------- that the Issuers and the Subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction.
(g) To assist the Initial Purchaser in arranging for the Notes to be designated Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations -------- ------ adopted by the National Association of Securities Dealers, Inc. ("NASD") ---- relating to trading in the PORTAL Market and for the Notes to be eligible for clearance and settlement through The Depository Trust Company ("DTC"), the --- Euroclear System and Cedel Bank, societe anonyme.of
(h) Not to, and to cause their affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Notes in a manner which would require registration of the Notes under the Securities Act.
(i) Except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause their affiliates not to, authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Notes, the Private Exchange Notes or the Exchange Notes by means of any form of general solicitation or general advertising within the meaning of Regulation D, by means of any directed selling efforts (as defined in Regulation S under the Securities Act) in connection with the Notes or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering and sale of the Notes to the Initial Purchaser as contemplated by this Agreement and the Offering Memorandum.
(j) During the period from the Closing Date until two years after the Closing Date or the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, without the prior written consent of the Initial Purchaser, not to, and not permit any of their affiliates (as defined in Rule 144 under the Securities Act) which they control to, resell any of the Notes, the Private Exchange Notes or Exchange Notes that have been reacquired by them, except for Notes, the Private Exchange Notes or Exchange Notes purchased by the Issuers or any of their affiliates and resold in a transaction registered under the Securities Act.
(k) Not to, for so long as the Notes are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and to not be or become, or be or become owned by, a closed-end investment company required to be registered, but not registered thereunder.
(l) In connection with the offering of the Notes, until the Initial Purchaser shall have notified the Issuers of the completion of the resale of the Notes, not to, and to cause their affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which they or any of their affiliated purchasers has a beneficial interest, any Notes, or attempt to induce any person to purchase any Notes; and not to, and to cause their affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Notes.
(m) In connection with the offering of the Notes, to make their officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchaser.
(n) To furnish to the Initial Purchaser on the date hereof a copy of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report.
(o) To do and perform all things required to be done and performed by them under this Agreement that are within their control prior to or after the Closing Date, and to use their best efforts to satisfy all conditions precedent on their part to the delivery of the Notes.
(p) To not take any action prior to the execution and delivery of the Indenture that, if taken after such execution and delivery, would have violated any of the covenants contained in the Indenture.
(q) Prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Issuers, their condition (financial or otherwise) or results of operations, business affairs, management or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Issuers and of which the Initial Purchaser is notified), without the prior written consent of the Initial Purchaser, unless in the judgment of the Issuers and their counsel, and after notification to the Initial Purchaser, such press release or communication is required by law.
(r) To apply the net proceeds from the sale of the Notes as set forth in the Offering Memorandum under the heading "Use of Proceeds.".
Appears in 1 contract
Samples: Purchase Agreement (Mediacom LLC)
Further Agreements of the Issuers. The Each of the Issuers agree jointly and severally agrees with each of the --------------------------------- several Initial PurchaserPurchasers:
(a) To to advise the Initial Purchaser Purchasers promptly and, if requested, confirm such advice in writing, of the happening of any event which that makes any statement of a material fact made in the Offering Memorandum untrue or which requires the making of any additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchaser Purchasers promptly of any order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum, of any suspension of the qualification of the Notes Securities for offering or sale in any jurisdiction and of the initiation or threatening of any proceeding for any such purpose; and to use its their best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time.;
(b) To to furnish promptly to each of the Initial Purchaser Purchasers and counsel for the Initial PurchaserPurchasers, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested.;
(c) Prior prior to making any amendment or supplement to the Offering Memorandum, to furnish a copy thereof to each of the Initial Purchaser Purchasers and counsel for the Initial Purchaser Purchasers and not to effect any such amendment or supplement supplement, to which the Initial Purchaser Purchasers shall reasonably object by notice to the Issuers Company after a reasonable period to review.review unless the Company is advised in writing by counsel that such amendment or supplement is legally required;
(d) Ifif, at any time prior to completion of the resale of the Notes Securities by the Initial PurchaserPurchasers, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Initial Purchaser Purchasers or counsel for the IssuersCompany, to amend or supplement the Offering Memorandum in order that the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, subject to Section 4(c) hereof, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, will comply with applicable law.;
(e) For for so long as the Notes Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Notes Securities and prospective purchasers of the Notes Securities designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Issuers are then subject to and Company is in compliance with Section 13 or 15(d) of the Exchange Act Act, as if it were then subject to Section 13 or 15(d) of the Exchange Act, (the foregoing agreement being for the benefit of the holders from time to time of the Notes Securities and prospective purchasers of the Notes Securities designated by such holders).;
(f) To for a period of two years following the Closing Date, to furnish to the Initial Purchasers copies of any annual reports, quarterly reports and current reports filed by the Company with the Commission on Forms 10-K, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, and such other documents, reports and information as shall be furnished by the Issuers to the Trustee or to the holders of the Securities pursuant to the Indenture or the Exchange Act or any rule or regulation of the Commission thereunder;
(g) to promptly take from time to time such actions as the Initial Purchaser Purchasers may reasonably request to qualify the Notes Securities for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser Purchasers may designate and to continue such qualifications in effect for so long as required for the resale of the Notes, Securities; and to arrange for the determination of the eligibility for investment of the Notes Securities under the laws of such jurisdictions as the Initial Purchaser Purchasers may reasonably request; provided -------- provided, however, that the Issuers Company and the Subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction.;
(gh) To to assist the Initial Purchaser Purchasers in arranging for the Notes Securities to be designated Private Offerings, Resales and Trading through Automated Linkages Market ("PORTALThe Portal Market") Market securities in accordance with the rules and regulations -------- adopted by the National Association of Securities Dealers, Inc. (the "NASD") ---- relating to trading in the PORTAL The Portal Market and for the Notes Securities to be eligible for clearance and settlement through The Depository Trust Company ("DTC"), the --- Euroclear System and Cedel Bank, societe anonyme.;
(hi) Not not to, and to cause their its affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which that could be integrated with the sale of the Notes Securities in a manner which that would require registration of the Notes Securities under the Securities Act.;
(ij) Except except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause their its affiliates not to, and not to authorize or knowingly permit any person acting on their behalf to, (i) solicit any offer to buy or offer to sell the Notes, the Private Exchange Notes or the Exchange Notes Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D, by means of any directed selling efforts (as defined in Regulation S under the Securities Act) in connection with the Notes D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering and sale of the Notes to the Initial Purchaser Securities as contemplated by this Agreement and the Offering Memorandum.Memorandum or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S;
(jk) During for a period of 90 days from the date of the Offering Memorandum, not to offer for sale, sell, contract to sell or otherwise dispose of, directly or indirectly, or file a registration statement for, or announce any offer, sale, contract for sale of or other disposition of any debt securities substantially similar to the Securities, or securities exchangeable for, or convertible into, debt securities substantially similar to the Securities, issued or guaranteed by the Company or any of the Subsidiaries (other than the Securities, the Guarantees and the Exchange Securities and related guarantees) without the prior written consent of JPMorgan on behalf of the Initial Purchasers;
(l) during the period from the Closing Date until two years after the Closing Date or the effectiveness of the Exchange Offer Registration Statement or Shelf Registration StatementDate, without the prior written consent of JPMorgan on behalf of the Initial PurchaserPurchasers, not to, and not permit any of their its affiliates (as defined in Rule 144 under the Securities Act) which they control to, resell any of the Notes, the Private Exchange Notes or Exchange Notes Securities that have been reacquired by them, except for Notes, the Private Exchange Notes or Exchange Notes Securities purchased by the Issuers Company or any of their its affiliates and resold in a transaction registered under the Securities Act.;
(km) Not not to, for so long as the Notes Securities are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and to not be or become, or be or become owned by, a closed-end investment company required to be registered, but not registered thereunder.;
(ln) In in connection with the offering of the NotesSecurities, until JPMorgan on behalf of the Initial Purchaser Purchasers shall have notified the Issuers Company of the completion of the resale of the NotesSecurities, not to, and to cause their its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which they it or any of their its affiliated purchasers has a beneficial interest, any NotesSecurities, or attempt to induce any person to purchase any NotesSecurities; and not to, and to cause their its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Notes.Securities;
(mo) In in connection with the offering of the NotesSecurities, to make their its officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchaser.Purchasers;
(np) To to furnish to each of the Initial Purchaser Purchasers on the date hereof a copy of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report.;
(oq) To to do and perform all things required to be done and performed by them it under this Agreement that are within their its control prior to or after the Closing Date, and to use their its best efforts to satisfy all conditions precedent on their its part to the delivery of the Notes.Securities;
(pr) To to not take any action prior to the execution and delivery of the Indenture that, if taken after such execution and delivery, would have violated any of the covenants contained in the Indenture.;
(qs) Prior unless required by law, to not take any action prior to the Closing Date that would require the Offering Memorandum to be amended or supplemented pursuant to Section 4(d);
(t) prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the IssuersCompany, their condition (its condition, financial or otherwise) , or results of operationsearnings, business affairs, management affairs or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Issuers Company and of which the Initial Purchaser is Purchasers are notified), without the prior written consent of JPMorgan on behalf of the Initial PurchaserPurchasers, unless in the judgment of the Issuers Company and their its counsel, and after notification to the Initial PurchaserPurchasers, such press release or communication is required by law.; and
(ru) To to apply the net proceeds from the sale of the Notes Securities as set forth in the Offering Memorandum under the heading "Use of Proceedsproceeds.".
Appears in 1 contract
Further Agreements of the Issuers. The Each of the Issuers agree with the --------------------------------- Initial Purchaseragrees:
(a) To advise the Initial Purchaser you promptly and, if requestedrequested by you, to confirm such advice in writing, of (i) the issuance by any state securities commission of any stop order suspending the qualification or exemption from qualification of any Notes for offering or sale in any jurisdiction, or the initiation of any proceeding for such purpose by the Commission or any state securities commission or other regulatory authority, and (ii) the happening of any event which that makes any statement of a material fact made in the Offering Memorandum untrue or which that requires the making of any additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchaser promptly of any order preventing or suspending the . The Issuers shall use of the Preliminary Offering Memorandum or the Offering Memorandum, of any suspension of the qualification of the Notes for offering or sale in any jurisdiction and of the initiation or threatening of any proceeding for any such purpose; and to use its their best efforts to prevent the issuance of any such stop order preventing or order suspending the use qualification or exemption of the Preliminary Offering Memorandum Notes under any state securities or the Offering Memorandum or suspending any such qualification Blue Sky laws and, if at any such suspension is issuedtime any state securities commission shall issue any stop order suspending the qualification or exemption of the Notes under any state securities or Blue Sky laws, the Issuers shall use every reasonable effort to obtain the withdrawal or lifting thereof of such order at the earliest possible time.
(b) To furnish promptly to the Initial Purchaser and counsel for the Initial Purchaseryou, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (Memorandum, and any amendments or supplements thereto) , as you may be reasonably requestedrequest. The Issuers have authorized you to use the Preliminary Offering Memorandum to make offers of the Initial Notes. The Issuers consent to the use of the Offering Memorandum, and any amendments and supplements thereto required pursuant to this Agreement, by you in connection with the Exempt Resales that are in compliance with this Agreement.
(c) Prior to making any amendment or supplement to the Offering Memorandum, to furnish a copy thereof to the Initial Purchaser and counsel for the Initial Purchaser and not to effect any such amendment or supplement to which the Initial Purchaser shall reasonably object by notice to the Issuers after a reasonable period to review.
(d) If, at any time prior to completion of the resale of the Notes by the Initial Purchaser, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Initial Purchaser or counsel for the Issuers, Not to amend or supplement the Offering Memorandum prior to the Closing Date or during the period referred to in order that the Offering Memorandum will next sentence unless you shall previously have been advised of, and shall not include an untrue have reasonably objected to, such amendment or supplement within a reasonable time, but in any event not longer than five days after being furnished a copy of such amendment or supplement. If, in connection with any Exempt Resales or market making transactions after the date of this Agreement, any event shall occur that, in the judgement of the Issuers or in the judgement of counsel to you, makes any statement of a material fact in the Offering Memorandum untrue or omit that requires the making of any additions to state a material fact necessary or changes in the Offering Memorandum in order to make the statements thereinin the Offering Memorandum, in the light of the circumstances existing at the time it that the Offering Memorandum is delivered to a purchaserprospective Eligible Purchasers, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with any applicable lawlaws, to the Issuers shall promptly notify you of such event and prepare such an appropriate amendment or supplement to the Offering Memorandum so that (i) the statements in the Offering Memorandum as may be necessary to correct such untrue statement amended or omission or so supplemented will, in light of the circumstances at the time that the Offering MemorandumMemorandum is delivered to prospective Eligible Purchasers, as so amended or supplemented, not be misleading and (ii) the Offering Memorandum will comply with applicable law.
(ed) For so long as To cooperate with you and your counsel in connection with the qualification of the Initial Notes are outstanding for offer and are "restricted securities" within the meaning of Rule 144(a)(3) sale by you and by dealers under the Securities Act, to furnish to holders of the Notes and prospective purchasers of the Notes designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Issuers are then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Notes and prospective purchasers of the Notes designated by such holders).
(f) To promptly take from time to time such actions as the Initial Purchaser may reasonably request to qualify the Notes for offering and sale under the state securities or Blue Sky laws of such jurisdictions as the Initial Purchaser you may designate and to continue such qualifications in effect for so long as required for the resale request (provided, however, that none of the Notes, and to arrange for the determination of the eligibility for investment of the Notes under the laws of such jurisdictions as the Initial Purchaser may reasonably request; provided -------- that the Issuers and the Subsidiaries shall not be obligated to register or qualify as a foreign corporations corporation in any jurisdiction in which they are it is not now so registered or qualified or to file a take any action that would subject it to general consent to service of process or taxation in any jurisdictionjurisdiction in which it is not now so subject). The Issuers shall continue such qualification in effect so long as required by law for distribution of the Initial Notes and shall file such consents to service of process or other documents as may be necessary in order to effect such qualification.
(e) Prior to the Closing Date, to furnish to you, any internal financial statements of the Companies that have been prepared by or furnished to the Issuers for any period subsequent to the period covered by the financial statements appearing in the Offering Memorandum.
(f) To use its reasonable best efforts to do and perform all things required to be done and performed under this Agreement by it prior to or after the Closing Date and to satisfy all conditions precedent on its part to the delivery of the Initial Notes.
(g) To assist the Initial Purchaser in arranging for the Notes Not to be designated Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations -------- adopted by the National Association of Securities Dealers, Inc. ("NASD") ---- relating to trading in the PORTAL Market and for the Notes to be eligible for clearance and settlement through The Depository Trust Company ("DTC"), the --- Euroclear System and Cedel Bank, societe anonyme.
(h) Not to, and to cause their affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could that would be integrated with the sale of the Initial Notes in a manner which that would require the registration of the Notes under the Securities ActAct of the sale to you or the Eligible Purchasers of the Initial Notes; provided no statement is made as to actions by the Initial Purchasers or persons acting on their behalf.
(ih) Except following For a period of 120 days from the effectiveness date of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may beOffering Memorandum, not to, and to cause their affiliates not to, authorize directly or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Notes, the Private Exchange Notes or the Exchange Notes by means of any form of general solicitation or general advertising within the meaning of Regulation D, by means of any directed selling efforts (as defined in Regulation S under the Securities Act) in connection with the Notes or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offerindirectly, sell, contract to sell sell, grant any option to purchase, issue any instrument convertible into or exchangeable for, or otherwise transfer or dispose of, directly or indirectly, any debt securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to Issuers or any of their subsidiaries having a maturity of more than one year from the offering and sale date of issue of such securities, except (i) for the New Notes to in connection with the Initial Purchaser as contemplated by this Agreement and Exchange Offer or (ii) with the Offering Memorandum.prior consent of Xxxxxx Brothers Inc.
(ji) During For the period from the Closing Date until that is two years after the Closing Date or for so long as necessary to comply with Rule 144A in connection with resales by registered holders or beneficial owners of Initial Notes, whichever is longer, to make available to such registered holder or beneficial owner of Initial Notes in connection with any sale thereof and any prospective purchaser of such Initial Notes from such registered holder or beneficial owner, the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, without the prior written consent of the Initial Purchaser, not to, and not permit any of their affiliates (as defined in information required by Rule 144 144A(d)(4) under the Securities ActAct (or any successor provision thereto).
(j) which they control toTo comply with the agreements in the Registration Rights Agreement, resell any and all agreements set forth in the representation letters of the Notes, Issuers' to DTC relating to the Private Exchange approval of the Notes or Exchange Notes that have been reacquired by them, except DTC for Notes, the Private Exchange Notes or Exchange Notes purchased by the Issuers or any of their affiliates and resold in a transaction registered under the Securities Act"book-entry" transfer.
(k) Not to, for so long as To use its best efforts to effect the inclusion of the Notes are outstandingin the National Association of Securities Dealers, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and to not be or become, or be or become owned by, a closed-end investment company required to be registered, but not registered thereunderInc. Automated Quotation System - PORTAL ("PORTAL").
(l) In connection with the offering of the Notes, until the Initial Purchaser shall have notified the Issuers of the completion of the resale of the Notes, not to, and to cause their affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which they or any of their affiliated purchasers has a beneficial interest, any Notes, or attempt to induce any person to purchase any Notes; and not to, and to cause their affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Notes.
(m) In connection with the offering of the Notes, to make their officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchaser.
(n) To furnish to the Initial Purchaser on the date hereof a copy of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report.
(o) To do and perform all things required to be done and performed by them under this Agreement that are within their control prior to or after the Closing Date, and to use their best efforts to satisfy all conditions precedent on their part to the delivery of the Notes.
(p) To not take any action prior to the execution and delivery of the Indenture that, if taken after such execution and delivery, would have violated any of the covenants contained in the Indenture.
(q) Prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Issuers, their condition (financial or otherwise) or results of operations, business affairs, management or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Issuers and of which the Initial Purchaser is notified), without the prior written consent of the Initial Purchaser, unless in the judgment of the Issuers and their counsel, and after notification to the Initial Purchaser, such press release or communication is required by law.
(r) To apply the net proceeds from the sale of the Initial Notes being sold by the Issuers as set forth in the Offering Memorandum under the heading caption "Use of Proceeds.".
Appears in 1 contract
Further Agreements of the Issuers. The Each of the Issuers agree with the --------------------------------- Initial Purchaseragrees:
(a) To advise the Initial Purchaser you promptly and, if requestedrequested by you, to confirm such advice in writing, (i) of the issuance by the Commission or any state securities commission of any stop order suspending the qualification or exemption from qualification of the Notes for offering or sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose by the Commission or any state securities commission or other regulatory authority, and (ii) the happening of any event which that makes any statement of a material fact made in the Preliminary Offering Memorandum or the Offering Memorandum untrue or which requires the making of any additions to or changes in the Preliminary Offering Memorandum (as amended or supplemented from time to time) Offering Memorandum in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchaser promptly of any order preventing or suspending the . The Issuers shall use of the Preliminary Offering Memorandum or the Offering Memorandum, of any suspension of the qualification of the Notes for offering or sale in any jurisdiction and of the initiation or threatening of any proceeding for any such purpose; and to use its best all reasonable efforts to prevent the issuance of any such stop order preventing or order suspending the use qualification or exemption of the Preliminary Offering Memorandum Notes under any state securities or the Offering Memorandum or suspending any such qualification Blue Sky laws and, if at any such suspension is issuedtime any state securities commission shall issue any stop order suspending the qualification or exemption of the Notes under any state securities or Blue Sky laws, the Issuers shall use all reasonable efforts to obtain the withdrawal or lifting thereof of such order at the earliest possible time.
(b) To furnish promptly to the Initial Purchaser and counsel for the Initial Purchaser, you without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (Memorandum, and any amendments or supplements thereto) , as you may be reasonably requestedrequest. The Issuers consent to the use, in accordance with the securities or blue sky laws of the jurisdictions in which the Notes are offered by you and by dealers, of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments and supplements thereto required pursuant to this Agreement, by you in connection with the Exempt Resales that are in compliance with this Agreement.
(c) Prior Not to making amend or supplement the Offering Memorandum prior to the Closing Date or during the period referred to in (d) below unless you shall previously have been advised of, and shall not have reasonably objected to, such amendment or supplement within a reasonable time, but in any event not longer than three days after being furnished a copy of such amendment or supplement. The Issuers shall promptly prepare, upon any reasonable request by you, any amendment or supplement to the Offering Memorandum, to furnish a copy thereof to the Initial Purchaser and counsel for the Initial Purchaser and not to effect any such amendment Memorandum that may be necessary or supplement to which the Initial Purchaser shall reasonably object by notice to the Issuers after a reasonable period to reviewadvisable in connection with Exempt Resales.
(d) If, at any time after the date of this Agreement and prior to the completion of the resale distribution of the Notes by the Initial PurchaserNotes, any event shall occur or condition exist as a result of which it is necessarythat, in the opinion judgment of the Issuers or in your judgment or the judgment of counsel for the Initial Purchaser or counsel for the Issuersto you, to amend or supplement the Offering Memorandum in order that the Offering Memorandum will not include an untrue makes any statement of a material fact in the Offering Memorandum untrue or omit that requires the making of any additions to state a material fact necessary or changes in the Offering Memorandum in order to make the statements thereinin the Offering Memorandum, in the light of the circumstances existing at the time it that the Offering Memorandum is delivered to a purchaserprospective Eligible Purchasers, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, to the Issuers will promptly notify you of such event and prepare such an appropriate amendment or supplement as may be necessary to correct such untrue statement or omission or the Offering Memorandum so that, at the time that the Offering MemorandumMemorandum is delivered to prospective Eligible Purchasers, (i) the Offering Memorandum as so amended or supplementedsupplemented will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (ii) the Offering Memorandum will comply with applicable law.
(e) For so long as the Notes are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Notes and prospective purchasers of the Notes designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Issuers are then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders Promptly from time to time of the Notes and prospective purchasers of the Notes designated by to take such holders).
(f) To promptly take from time to time such actions action as the Initial Purchaser you may reasonably request to qualify the Notes for offering and sale under the state securities or Blue Sky laws of such jurisdictions as the Initial Purchaser you may designate and to continue such qualifications in effect for so long as required for the resale of the Notesrequest (provided, and to arrange for the determination of the eligibility for investment of the Notes under the laws of such jurisdictions as the Initial Purchaser may reasonably request; provided -------- however, that the Issuers and the Subsidiaries shall not be obligated to qualify as a foreign corporations corporation in any jurisdiction in which they are it is not now so qualified or to file a take any action that would subject it to general consent to service of process in any jurisdictionjurisdiction in which it is not now so subject) and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes.
(f) To use all best efforts to do and perform all things required to be done and performed under this Agreement by it prior to or after the Closing Date and to satisfy all conditions precedent on its part to the delivery of the Notes.
(g) To assist the Initial Purchaser in arranging for the Notes to be designated Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations -------- adopted by the National Association of Securities Dealers, Inc. ("NASD") ---- relating to trading Except as contemplated in the PORTAL Market and for the Notes Registration Rights Agreement, not to be eligible for clearance and settlement through The Depository Trust Company ("DTC"), the --- Euroclear System and Cedel Bank, societe anonyme.
(h) Not to, and to cause their affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could that would be integrated with the sale of the Notes in a manner which that would require the registration of the Notes under the Securities ActAct of the sale to you or the Eligible Purchasers of the Notes.
(h) Not to, and to not permit any of its affiliates to, resell any Notes that have been acquired by any of them, except in accordance with the Securities Act and the rules and regulations of the Commission.
(i) Except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not Not to, and to cause their not permit any of its affiliates not to, authorize or knowingly permit any person acting on its or their behalf to, solicit any offer to buy or offer to sell the Notes, the Private Exchange Notes or the Exchange Notes by means of engage in any form of general solicitation or general advertising (within the meaning of Regulation D, by means of any directed selling efforts (as defined in Regulation S under the Securities Act) in connection with the Notes or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering and sale of the Notes to the Initial Purchaser as contemplated by this Agreement and the Offering MemorandumNotes.
(j) During the period from the Closing Date until two years after the Closing Date or the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, without the prior written consent of the Initial Purchaser, not Not to, and to not permit any of its affiliates or any person acting on its or their affiliates (as defined in Rule 144 under the Securities Act) which they control behalf to, resell engage in any directed selling efforts within the meaning of Rule 902(b) of Regulation S with respect to the Notes, the Private Exchange Notes or Exchange Notes that have been reacquired by themand to, except for Notes, the Private Exchange Notes or Exchange Notes purchased by the Issuers and require its affiliates or any person acting on its or their behalf to, comply with the offering restrictions requirements of their affiliates and resold Regulation S in a transaction registered under connection with the Securities Actoffering of the Notes outside of the United States.
(k) Not to, for so long as the Notes are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and to not be permit any of its subsidiaries or becomeany person acting on its or their behalf to, take, directly or indirectly, any action designed to cause or result in, or which has constituted or which might reasonably be expected to constitute, the stabilization or become owned by, a closed-end investment company required to be registered, but not registered thereunder.
(l) In connection with the offering manipulation of the Notes, until the Initial Purchaser shall have notified the Issuers price of the completion of Notes to facilitate the sale or resale of the Notes, not to, and to cause their affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which they or any of their affiliated purchasers has a beneficial interest, any Notes, or attempt to induce any person to purchase any Notes; and not to, and to cause their affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Notes.
(ml) In connection with For so long as any Notes remain outstanding and are “restricted securities” within the offering meaning of the NotesRule 144(a)(3) or, to make their officersif earlier, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchaser.
(n) To furnish to the Initial Purchaser on the date hereof a copy of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report.
(o) To do and perform all things required to be done and performed by them under this Agreement that are within their control prior to or until two years after the Closing Date, and during any period in which the Issuers are not subject to Section 13 or 15(d) of the Exchange Act, to make available upon request to any registered holder or beneficial owner of Notes in connection with any sale thereof and any prospective purchaser of Notes from such registered holder or beneficial owner upon request of such holder, the information required by Rule 144A(d)(4) under the Securities Act.
(m) To use their its best efforts to satisfy all conditions precedent on their part permit the Notes to be eligible for trading in The PORTALSM Market (“PORTAL”), a subsidiary of The Nasdaq Stock Market, Inc., and to permit the delivery of the NotesNotes to be eligible for clearance and settlement through DTC.
(p) To not take any action prior to the execution and delivery of the Indenture that, if taken after such execution and delivery, would have violated any of the covenants contained in the Indenture.
(q) Prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Issuers, their condition (financial or otherwise) or results of operations, business affairs, management or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Issuers and of which the Initial Purchaser is notified), without the prior written consent of the Initial Purchaser, unless in the judgment of the Issuers and their counsel, and after notification to the Initial Purchaser, such press release or communication is required by law.
(rn) To apply the net proceeds from the sale of the Notes as substantially in accordance with the description set forth in the Offering Memorandum under the heading "section entitled “Use of Proceeds".”
(o) To take such steps as shall be necessary to ensure that none of the Issuers or any of their subsidiaries shall become an “investment company” within the meaning of such term under the Investment Company Act and the rules and regulations of the Commission thereunder.
(p) Except for borrowings under the amendment to the Credit Agreement, dated as of June 13, 2003, as amended through the Closing Date, by and among Holdings, CBD Media LLC and the lenders named therein (the “Credit Facility”), for a period of 180 days from the date of the Offering Memorandum, not to, directly or indirectly, sell, contract to sell, grant any option to purchase, issue any instrument convertible into or exchangeable for, or otherwise transfer or dispose of, any debt securities of the Issuers in a public or private offering for cash having a maturity of more than one year from the date of issue of such securities, except (i) for the Exchange Notes in connection with the Exchange Offer or (ii) with the prior consent of the Initial Purchasers, which consent shall not be unreasonably withheld.
Appears in 1 contract
Further Agreements of the Issuers. The Issuers agree with the --------------------------------- Initial Purchaserfurther agree:
(a) (i) To prepare the Prospectus in a form approved by Xxxxxx Brothers Inc. (“Xxxxxx Brothers”), which approval shall not be unreasonably withheld or delayed, and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than Commission’s close of business on the second Business Day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; (ii) to make no further amendment or any supplement to the Registration Statement or to the Prospectus prior to the Delivery Date except as permitted herein; (iii) to advise the Initial Purchaser Underwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriters with copies thereof; (iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Notes; (v) to advise the Underwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Notes or the Guarantees for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and (vi) in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal;
(b) To furnish promptly to the Underwriters and to counsel for the Underwriters if requested a signed or facsimile signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith;
(c) To deliver promptly to the Underwriters such number of the following documents as the Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus, and, if requested, confirm such advice the delivery of a prospectus is required at any time after the Execution Time in writing, connection with the offering or sale of the happening Notes and if at such time any events shall have occurred as a result of any event which makes any the Prospectus as then amended or supplemented would include an untrue statement of a material fact made in the Offering Memorandum untrue or which requires the making of omit to state any additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchaser promptly of any order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandummisleading when such Prospectus is delivered, of any suspension of the qualification of the Notes for offering or sale in any jurisdiction and of the initiation or threatening of any proceeding or, if for any such purpose; and to use its best efforts to prevent the issuance of any such order preventing or suspending the use of the Preliminary Offering Memorandum or the Offering Memorandum or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time.
(b) To furnish promptly to the Initial Purchaser and counsel for the Initial Purchaser, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may other reason it shall be reasonably requested.
(c) Prior to making any amendment or supplement to the Offering Memorandum, to furnish a copy thereof to the Initial Purchaser and counsel for the Initial Purchaser and not to effect any such amendment or supplement to which the Initial Purchaser shall reasonably object by notice to the Issuers after a reasonable period to review.
(d) If, at any time prior to completion of the resale of the Notes by the Initial Purchaser, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Initial Purchaser or counsel for the Issuers, to amend or supplement the Offering Memorandum in order that the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Memorandum Prospectus in order to comply with applicable lawthe Securities Act, to promptly notify the Underwriters and, upon their request, to prepare such amendment and furnish without charge to the Underwriters and to any dealer in securities as many copies of an amended or supplement as may be necessary to supplemented Prospectus which will correct such untrue statement or omission or so effect such compliance as the Underwriters may from time to time reasonably request;
(d) During the time that delivery of a prospectus is required for the Offering Memoranduminitial offering and sale of Notes to file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, as so amended in the reasonable judgment of the Company or supplementedXxxxxx Brothers, will comply with applicable law.be required by the Securities Act or that is requested by the Commission;
(e) For so long as the Notes are outstanding delivery of a prospectus is required in connection with the initial offering or sale of the Notes, prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus and are "restricted securities" within any document incorporated by reference in the meaning Prospectus pursuant to Rule 424 of Rule 144(a)(3) under the Securities Act, to furnish a copy thereof to holders of the Notes Underwriters and prospective purchasers of the Notes designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Issuers are then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being counsel for the benefit Underwriters and obtain the consent of the holders from time to time of the Notes and prospective purchasers of the Notes designated by such holders).Xxxxxx Brothers, which consent shall not unreasonably be withheld;
(f) To promptly take As soon as practicable after the Effective Date, to make generally available to the Company’s security holders and to deliver to the Underwriters an earnings statement of the Company and its consolidated subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 of the Securities Act);
(g) Promptly from time to time time, to take such actions action as the Initial Purchaser Xxxxxx Brothers may reasonably request to qualify the Notes and the Guarantees for offering and sale under the securities or Blue Sky laws of such jurisdictions in the United States and Canada as Xxxxxx Brothers may reasonably request and in such other jurisdictions as the Initial Purchaser Company and Xxxxxx Brothers may designate and to continue such qualifications in effect for so long as required for the resale of the Notesmutually agree, and to arrange comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the determination of the eligibility for investment distribution of the Notes under and the laws of such jurisdictions as the Initial Purchaser may reasonably requestGuarantees; provided -------- that that, in connection therewith, none of the Issuers and the Subsidiaries shall not be obligated required to qualify as a foreign corporations in any jurisdiction in which they are not so qualified corporation or to file a general consent to service of process in any jurisdiction.
(g) To assist the Initial Purchaser ; or subject itself to taxation in arranging for the Notes to be designated Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market securities excess of a nominal dollar amount in accordance with the rules and regulations -------- adopted by the National Association of Securities Dealers, Inc. ("NASD") ---- relating to trading in the PORTAL Market and for the Notes to be eligible for clearance and settlement through The Depository Trust Company ("DTC"), the --- Euroclear System and Cedel Bank, societe anonymeany such jurisdiction where it is not then so subject.
(h) Not to, and to cause their affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Notes in a manner which would require registration of the Notes under the Securities Act.
(i) Except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause their affiliates not to, authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Notes, the Private Exchange Notes or the Exchange Notes by means of any form of general solicitation or general advertising within the meaning of Regulation D, by means of any directed selling efforts (as defined in Regulation S under the Securities Act) in connection with the Notes or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose oftake, directly or indirectly, any securities under circumstances where such offeraction which is designed to stabilize or manipulate, saleor which constitutes or which might reasonably be expected to cause or result in stabilization or manipulation, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to price of any security of the Company in connection with the initial offering and sale of the Notes (except after consultation with the Underwriters and as may be permitted by under federal securities laws);
(i) To use its commercially reasonable efforts to cause the Initial Purchaser as contemplated by this Agreement Notes to be accepted for clearance and settlement through the Offering Memorandum.facilities of DTC;
(j) During To execute and deliver the period from the Closing Date until two years after the Closing Date or the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, without the prior written consent of the Initial Purchaser, not to, Indenture in form and not permit any of their affiliates (as defined in Rule 144 under the Securities Act) which they control to, resell any of the Notes, the Private Exchange Notes or Exchange Notes that have been reacquired by them, except for Notes, the Private Exchange Notes or Exchange Notes purchased by the Issuers or any of their affiliates and resold in a transaction registered under the Securities Act.substance reasonably satisfactory to Xxxxxx Brothers; and
(k) Not to, for so long as the Notes are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and to not be or become, or be or become owned by, a closed-end investment company required to be registered, but not registered thereunder.
(l) In connection with the offering of the Notes, until the Initial Purchaser shall have notified the Issuers of the completion of the resale of the Notes, not to, and to cause their affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which they or any of their affiliated purchasers has a beneficial interest, any Notes, or attempt to induce any person to purchase any Notes; and not to, and to cause their affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Notes.
(m) In connection with the offering of the Notes, to make their officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchaser.
(n) To furnish to the Initial Purchaser on the date hereof a copy of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report.
(o) To do and perform all things required to be done and performed by them under this Agreement that are within their control prior to or after the Closing Date, and to use their best efforts to satisfy all conditions precedent on their part to the delivery of the Notes.
(p) To not take any action prior to the execution and delivery of the Indenture that, if taken after such execution and delivery, would have violated any of the covenants contained in the Indenture.
(q) Prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Issuers, their condition (financial or otherwise) or results of operations, business affairs, management or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Issuers and of which the Initial Purchaser is notified), without the prior written consent of the Initial Purchaser, unless in the judgment of the Issuers and their counsel, and after notification to the Initial Purchaser, such press release or communication is required by law.
(r) To apply the net proceeds from the sale issuance of the Notes as set forth in the Offering Memorandum under the heading "“Use of Proceeds"” in the Prospectus.
Appears in 1 contract
Further Agreements of the Issuers. The Each of the Issuers agree agrees with each of the --------------------------------- Initial Purchaserseveral Underwriters:
(a) To If the Effective Time is prior to the execution and delivery of this Agreement, to file the Prospectus with the Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by the Underwriters, subparagraph (4)) of Rule 424(b) within the time period prescribed by such rule and to provide evidence satisfactory to the Underwriters of such timely filing; to file promptly all reports and any definitive proxy or information statements required to be filed by the Note Issuers with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a Prospectus is required in connection with the offering and sale of the Securities;
(b) to advise the Initial Purchaser Underwriters promptly and, if requested, confirm of any proposal to amend or supplement the Registration Statement or the Prospectus and not to effect such advice in writing, amendment or supplement without the consent of the happening of any event Underwriters, which makes any statement of a material fact made in the Offering Memorandum untrue consent shall not be unreasonably withheld or which requires the making of any additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingdelayed; to advise the Initial Purchaser Underwriters promptly of the receipt of any comments from the Commission and of the effectiveness of the Registration Statement (in each case if the Effective Time is subsequent to the execution and delivery of this Agreement) and of any amendment or supplement to the Registration Statement or the Prospectus, or of any request by the Commission therefor, and upon obtaining knowledge of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; to advise the Underwriters promptly of any order preventing or suspending the use of any prospectus relating to the Preliminary Offering Memorandum or the Offering MemorandumSecurities, of any the suspension of the qualification of the Notes Securities for offering or sale in any jurisdiction and of the initiation or threatening of any proceeding for any such purpose; and to use its best reasonable efforts to prevent the issuance of any stop order or of any such order preventing or suspending the use of any prospectus relating to the Preliminary Offering Memorandum or the Offering Memorandum Securities or suspending any such qualification and, if any such suspension is issued, to obtain the lifting thereof at the earliest possible time.
(b) To furnish promptly to the Initial Purchaser and counsel for the Initial Purchaser, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (and any amendments or supplements thereto) as may be reasonably requested.
(c) Prior to making any amendment or supplement to the Offering Memorandum, to furnish a copy thereof to the Initial Purchaser and counsel for the Initial Purchaser and not to effect any such amendment or supplement to which the Initial Purchaser shall reasonably object by notice to the Issuers after a reasonable period to review.
(d) If, at any time prior to completion of the resale of the Notes by the Initial Purchaser, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Initial Purchaser or counsel for the Issuers, to amend or supplement the Offering Memorandum in order that the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with applicable law, to promptly prepare such amendment or supplement as may be necessary to correct such untrue statement or omission or so that the Offering Memorandum, as so amended or supplemented, will comply with applicable law.
(e) For so long as the Notes are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to furnish to holders of the Notes and prospective purchasers of the Notes designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Issuers are then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Notes and prospective purchasers of the Notes designated by such holders).
(f) To promptly take from time to time such actions as the Initial Purchaser may reasonably request to qualify the Notes for offering and sale under the securities or Blue Sky laws of such jurisdictions as the Initial Purchaser may designate and to continue such qualifications in effect for so long as required for the resale of the Notes, and to arrange for the determination of the eligibility for investment of the Notes under the laws of such jurisdictions as the Initial Purchaser may reasonably request; provided -------- that the Issuers and the Subsidiaries shall not be obligated to qualify as foreign corporations in any jurisdiction in which they are not so qualified or to file a general consent to service of process in any jurisdiction.
(g) To assist the Initial Purchaser in arranging for the Notes to be designated Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations -------- adopted by the National Association of Securities Dealers, Inc. ("NASD") ---- relating to trading in the PORTAL Market and for the Notes to be eligible for clearance and settlement through The Depository Trust Company ("DTC"), the --- Euroclear System and Cedel Bank, societe anonyme.
(h) Not to, and to cause their affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could be integrated with the sale of the Notes in a manner which would require registration of the Notes under the Securities Act.
(i) Except following the effectiveness of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, not to, and to cause their affiliates not to, authorize or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Notes, the Private Exchange Notes or the Exchange Notes by means of any form of general solicitation or general advertising within the meaning of Regulation D, by means of any directed selling efforts (as defined in Regulation S under the Securities Act) in connection with the Notes or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offer, sell, contract to sell or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act to cease to be applicable to the offering and sale of the Notes to the Initial Purchaser as contemplated by this Agreement and the Offering Memorandum.
(j) During the period from the Closing Date until two years after the Closing Date or the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, without the prior written consent of the Initial Purchaser, not to, and not permit any of their affiliates (as defined in Rule 144 under the Securities Act) which they control to, resell any of the Notes, the Private Exchange Notes or Exchange Notes that have been reacquired by them, except for Notes, the Private Exchange Notes or Exchange Notes purchased by the Issuers or any of their affiliates and resold in a transaction registered under the Securities Act.
(k) Not to, for so long as the Notes are outstanding, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and to not be or become, or be or become owned by, a closed-end investment company required to be registered, but not registered thereunder.
(l) In connection with the offering of the Notes, until the Initial Purchaser shall have notified the Issuers of the completion of the resale of the Notes, not to, and to cause their affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which they or any of their affiliated purchasers has a beneficial interest, any Notes, or attempt to induce any person to purchase any Notes; and not to, and to cause their affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Notes.
(m) In connection with the offering of the Notes, to make their officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchaser.
(n) To furnish to the Initial Purchaser on the date hereof a copy of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report.
(o) To do and perform all things required to be done and performed by them under this Agreement that are within their control prior to or after the Closing Date, and to use their best efforts to satisfy all conditions precedent on their part to the delivery of the Notes.
(p) To not take any action prior to the execution and delivery of the Indenture that, if taken after such execution and delivery, would have violated any of the covenants contained in the Indenture.
(q) Prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Issuers, their condition (financial or otherwise) or results of operations, business affairs, management or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Issuers and of which the Initial Purchaser is notified), without the prior written consent of the Initial Purchaser, unless in the judgment of the Issuers and their counsel, and after notification to the Initial Purchaser, such press release or communication is required by law.
(r) To apply the net proceeds from the sale of the Notes as set forth in the Offering Memorandum under the heading "Use of Proceeds".if
Appears in 1 contract
Further Agreements of the Issuers. The Each of the Issuers agree with the --------------------------------- Initial Purchaseragrees:
(a) To advise the Initial Purchaser you promptly and, if requestedrequested by you, to confirm such advice in writing, of (i) the issuance by any state securities commission of any stop order suspending the qualification or exemption from qualification of any Notes for offering or sale in any jurisdiction, or the initiation of any proceeding for such purpose by the Commission or any state securities commission or other regulatory authority, and (ii) the happening of any event which that makes any statement of a material fact made in the Offering Memorandum untrue or which that requires the making of any additions to or changes in the Offering Memorandum (as amended or supplemented from time to time) in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; to advise the Initial Purchaser promptly of any order preventing or suspending the . The Issuers shall use of the Preliminary Offering Memorandum or the Offering Memorandum, of any suspension of the qualification of the Notes for offering or sale in any jurisdiction and of the initiation or threatening of any proceeding for any such purpose; and to use its their best efforts to prevent the issuance of any such stop order preventing or order suspending the use qualification or exemption of the Preliminary Offering Memorandum Notes under any state securities or the Offering Memorandum or suspending any such qualification Blue Sky laws and, if at any such suspension is issuedtime any state securities commission shall issue any stop order suspending the qualification or exemption of the Notes under any state securities or Blue Sky laws, the Issuers shall use every reasonable effort to obtain the withdrawal or lifting thereof of such order at the earliest possible time.
(b) To furnish promptly to the Initial Purchaser and counsel for the Initial Purchaseryou, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum (Memorandum, and any amendments or supplements thereto) , as you may be reasonably requestedrequest. The Issuers have authorized you to use the Preliminary Offering Memorandum to make offers of the Initial Notes. The Issuers consent to the use of the Offering Memorandum, and any amendments and supplements thereto required pursuant to this Agreement, by you in connection with the Exempt Resales that are in compliance with this Agreement.
(c) Prior to making any amendment or supplement to the Offering Memorandum, to furnish a copy thereof to the Initial Purchaser and counsel for the Initial Purchaser and not to effect any such amendment or supplement to which the Initial Purchaser shall reasonably object by notice to the Issuers after a reasonable period to review.
(d) If, at any time prior to completion of the resale of the Notes by the Initial Purchaser, any event shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Initial Purchaser or counsel for the Issuers, Not to amend or supplement the Offering Memorandum prior to the Closing Date or during the period referred to in order that the Offering Memorandum will next sentence unless you shall previously have been advised of, and shall not include an untrue have reasonably objected to, such amendment or supplement within a reasonable time, but in any event not longer than five days after being furnished a copy of such amendment or supplement. If, in connection with any Exempt Resales or market making transactions after the date of this Agreement, any event shall occur that, in the judgement of the Issuers or in the judgement of counsel to you, makes any statement of a material fact in the Offering Memorandum untrue or omit that requires the making of any additions to state a material fact necessary or changes in the Offering Memorandum in order to make the statements thereinin the Offering Memorandum, in the light of the circumstances existing at the time it that the Offering Memorandum is delivered to a purchaserprospective Eligible Purchasers, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with any applicable lawlaws, to the Issuers shall promptly notify you of such event and prepare such an appropriate amendment or supplement to the Offering Memorandum so that (i) the statements in the Offering Memorandum as may be necessary to correct such untrue statement amended or omission or so supplemented will, in light of the circumstances at the time that the Offering MemorandumMemorandum is delivered to prospective Eligible Purchasers, as so amended or supplemented, not be misleading and (ii) the Offering Memorandum will comply with applicable law.
(ed) For so long as To cooperate with you and your counsel in connection with the qualification of the Initial Notes are outstanding for offer and are "restricted securities" within the meaning of Rule 144(a)(3) sale by you and by dealers under the Securities Act, to furnish to holders of the Notes and prospective purchasers of the Notes designated by such holders, upon request of such holders or such prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, unless the Issuers are then subject to and in compliance with Section 13 or 15(d) of the Exchange Act (the foregoing agreement being for the benefit of the holders from time to time of the Notes and prospective purchasers of the Notes designated by such holders).
(f) To promptly take from time to time such actions as the Initial Purchaser may reasonably request to qualify the Notes for offering and sale under the state securities or Blue Sky laws of such jurisdictions as the Initial Purchaser you may designate and to continue such qualifications in effect for so long as required for the resale request (provided, however, that none of the Notes, and to arrange for the determination of the eligibility for investment of the Notes under the laws of such jurisdictions as the Initial Purchaser may reasonably request; provided -------- that the Issuers and the Subsidiaries shall not be obligated to register or qualify as a foreign corporations corporation in any jurisdiction in which they are it is not now so registered or qualified or to file a take any action that would subject it to general consent to service of process or taxation in any jurisdictionjurisdiction in which it is not now so subject). The Issuers shall continue such qualification in effect so long as required by law for distribution of the Initial Notes and shall file such consents to service of process or other documents as may be necessary in order to effect such qualification.
(e) Prior to the Closing Date, to furnish to you, any internal financial statements of the Companies that have been prepared by or furnished to the Issuers for any period subsequent to the period covered by the financial statements appearing in the Offering Memorandum.
(f) To use its reasonable best efforts to do and perform all things required to be done and performed under this Agreement by it prior to or after the Closing Date and to satisfy all conditions precedent on its part to the delivery of the Initial Notes.
(g) To assist the Initial Purchaser in arranging for the Notes Not to be designated Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market securities in accordance with the rules and regulations -------- adopted by the National Association of Securities Dealers, Inc. ("NASD") ---- relating to trading in the PORTAL Market and for the Notes to be eligible for clearance and settlement through The Depository Trust Company ("DTC"), the --- Euroclear System and Cedel Bank, societe anonyme.
(h) Not to, and to cause their affiliates not to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as such term is defined in the Securities Act) which could that would be integrated with the sale of the Initial Notes in a manner which that would require the registration of the Notes under the Securities ActAct of the sale to you or the Eligible Purchasers of the Initial Notes; provided no statement is made as to actions by the Initial Purchasers or persons acting on their behalf.
(ih) Except following For a period of 120 days from the effectiveness date of the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may beOffering Memorandum, not to, and to cause their affiliates not to, authorize directly or knowingly permit any person acting on their behalf to, solicit any offer to buy or offer to sell the Notes, the Private Exchange Notes or the Exchange Notes by means of any form of general solicitation or general advertising within the meaning of Regulation D, by means of any directed selling efforts (as defined in Regulation S under the Securities Act) in connection with the Notes or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and not to offerindirectly, sell, contract to sell sell, grant any option to purchase, issue any instrument convertible into or exchangeable for, or otherwise transfer or dispose of, directly or indirectly, any debt securities under circumstances where such offer, sale, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act Issuers or any of their subsidiaries having a maturity of more than one year from the date of issue of such securities, except (i) for the Senior Subordinated Notes including the notes issued in the exchange offer related to cease to be applicable to such Senior Subordinated Notes, (ii) for the offering and sale New Notes in connection with the Exchange Offer or (iii) with the prior consent of the Notes to the Initial Purchaser as contemplated by this Agreement and the Offering Memorandum.Xxxxxx Brothers Inc.
(ji) During For the period from the Closing Date until that is two years after the Closing Date or for so long as necessary to comply with Rule 144A in connection with resales by registered holders or beneficial owners of Initial Notes, whichever is longer, to make available to such registered holder or beneficial owner of Initial Notes in connection with any sale thereof and any prospective purchaser of such Initial Notes from such registered holder or beneficial owner, the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, without the prior written consent of the Initial Purchaser, not to, and not permit any of their affiliates (as defined in information required by Rule 144 144A(d)(4) under the Securities ActAct (or any successor provision thereto).
(j) which they control toTo comply with the agreements in the Registration Rights Agreement, resell any and all agreements set forth in the representation letters of the Notes, Issuers' to DTC relating to the Private Exchange approval of the Notes or Exchange Notes that have been reacquired by them, except DTC for Notes, the Private Exchange Notes or Exchange Notes purchased by the Issuers or any of their affiliates and resold in a transaction registered under the Securities Act"book-entry" transfer.
(k) Not to, for so long as To use its best efforts to effect the inclusion of the Notes are outstandingin the National Association of Securities Dealers, be or become, or be or become owned by, an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act, and to not be or become, or be or become owned by, a closed-end investment company required to be registered, but not registered thereunderInc. Automated Quotation System - PORTAL ("PORTAL").
(l) In connection with the offering of the Notes, until the Initial Purchaser shall have notified the Issuers of the completion of the resale of the Notes, not to, and to cause their affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which they or any of their affiliated purchasers has a beneficial interest, any Notes, or attempt to induce any person to purchase any Notes; and not to, and to cause their affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active trading in or of raising the price of the Notes.
(m) In connection with the offering of the Notes, to make their officers, employees, independent accountants and legal counsel reasonably available upon request by the Initial Purchaser.
(n) To furnish to the Initial Purchaser on the date hereof a copy of the independent accountants' report included in the Offering Memorandum signed by the accountants rendering such report.
(o) To do and perform all things required to be done and performed by them under this Agreement that are within their control prior to or after the Closing Date, and to use their best efforts to satisfy all conditions precedent on their part to the delivery of the Notes.
(p) To not take any action prior to the execution and delivery of the Indenture that, if taken after such execution and delivery, would have violated any of the covenants contained in the Indenture.
(q) Prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press conference with respect to the Issuers, their condition (financial or otherwise) or results of operations, business affairs, management or business prospects (except for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Issuers and of which the Initial Purchaser is notified), without the prior written consent of the Initial Purchaser, unless in the judgment of the Issuers and their counsel, and after notification to the Initial Purchaser, such press release or communication is required by law.
(r) To apply the net proceeds from the sale of the Initial Notes being sold by the Issuers as set forth in the Offering Memorandum under the heading caption "Use of Proceeds.".
Appears in 1 contract
Samples: Purchase Agreement (Avalon Cable Holdings Finance Inc)
