No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 69 contracts
Samples: Purchase Agreement (Aris Water Solutions, Inc.), Purchase Agreement (Bread Financial Holdings, Inc.), Purchase Agreement (Matthews International Corp)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons will comply have complied with the offering restrictions requirement of Regulation S.
Appears in 65 contracts
Samples: Purchase Agreement (Aris Water Solutions, Inc.), Purchase Agreement (Bread Financial Holdings, Inc.), Purchase Agreement (Matthews International Corp)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 64 contracts
Samples: Purchase Agreement, Purchase Agreement (Chaparral Energy, Inc.), Purchase Agreement (New Gold Inc. /FI)
No General Solicitation or Directed Selling Efforts. None of the The Company or agrees that it will not and will not permit any of its affiliates Affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will to (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engage in any directed selling efforts with respect to the Securities within the meaning of Regulation S, and the Company will and will cause all such persons will to comply with the offering restrictions requirement of Regulation S.S with respect to the Securities.
Appears in 50 contracts
Samples: Purchase Agreement (CNX Resources Corp), Purchase Agreement (Matador Resources Co), Purchase Agreement (Vital Energy, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons will comply have complied with the offering restrictions requirement of Regulation S.
Appears in 37 contracts
Samples: Purchase Agreement, Purchase Agreement (Forest Oil Corp), Purchase Agreement (Chaparral Energy, Inc.)
No General Solicitation or Directed Selling Efforts. None of the The Company or agrees that it will not and will not permit any of its affiliates Affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will to (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act or (ii) engage in any directed selling efforts with respect to the Securities within the meaning of Regulation S, and the Company will and will cause all such persons will to comply with the offering restrictions requirement of Regulation S.S with respect to the Securities.
Appears in 33 contracts
Samples: Purchase Agreement (Kraton Corp), Purchase Agreement (Kraton Performance Polymers, Inc.), Purchase Agreement (Carters Inc)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchasers and persons acting on their behalf, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 20 contracts
Samples: Purchase Agreement (Consolidated Communications Holdings, Inc.), Purchase Agreement (Consolidated Communications Holdings, Inc.), Euro Purchase Agreement (Netflix Inc)
No General Solicitation or Directed Selling Efforts. None of the Company or Issuers nor any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 10 contracts
Samples: Purchase Agreement (Restaurant Brands International Inc.), Purchase Agreement (Restaurant Brands International Inc.), Purchase Agreement (Restaurant Brands International Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company Partnership or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons will comply have complied with the offering restrictions requirement of Regulation S.
Appears in 9 contracts
Samples: Purchase Agreement (Equitrans Midstream Corp), Purchase Agreement (Equitrans Midstream Corp), Purchase Agreement (Equitrans Midstream Corp)
No General Solicitation or Directed Selling Efforts. None of the The Company or agrees that it will not and will not permit any of its affiliates subsidiaries or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will to (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engage in any directed selling efforts with respect to the Securities within the meaning of Regulation S, and the Company will and will cause all such persons will to comply with the offering restrictions requirement of Regulation S.S with respect to the Securities.
Appears in 7 contracts
Samples: Purchase Agreement (Alliance Data Systems Corp), Purchase Agreement (Alliance Data Systems Corp), Purchase Agreement (Alliance Data Systems Corp)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act or (ii) with respect to those Securities offered or sold in reliance upon Regulation S, 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.
Appears in 7 contracts
Samples: Purchase Agreement (Avis Budget Group, Inc.), Purchase Agreement (Avis Budget Group, Inc.), Purchase Agreement (Avis Budget Group, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D without the prior written consent of the Representative or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 6 contracts
Samples: Purchase Agreement (Ctrip Com International LTD), Purchase Agreement (ANTERO RESOURCES Corp), Purchase Agreement (ANTERO RESOURCES Corp)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) with respect to those Securities offered or sold in reliance upon Regulation S, 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.
Appears in 6 contracts
Samples: Purchase Agreement (Northern Oil & Gas, Inc.), Purchase Agreement, Purchase Agreement (Northern Oil & Gas, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Guarantors or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 6 contracts
Samples: Purchase Agreement (Callon Petroleum Co), Purchase Agreement (Callon Petroleum Co), Purchase Agreement (Callon Petroleum Co)
No General Solicitation or Directed Selling Efforts. None of the The Company or agrees that it will not and will not authorize any of its affiliates Affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchasers and their Affiliates, as to which no covenant is given) will to (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act or (ii) engage in any directed selling efforts with respect to the Securities within the meaning of Regulation S, and the Company will and will cause all such persons will to comply with the offering restrictions requirement of Regulation S.S with respect to the Securities.
Appears in 5 contracts
Samples: Purchase Agreement (Energy Xxi (Bermuda) LTD), Purchase Agreement (Clayton Williams Energy Inc /De), Purchase Agreement (Clayton Williams Energy Inc /De)
No General Solicitation or Directed Selling Efforts. None of the Company Issuers or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 5 contracts
Samples: Purchase Agreement (Archrock, Inc.), Purchase Agreement (Archrock, Inc.), Purchase Agreement (Archrock Partners, L.P.)
No General Solicitation or Directed Selling Efforts. None of the The Company or agrees that it will not and will not permit any of its affiliates Affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will to (i) solicit offers for, or offer or sell, the Securities (A) by means of any form of general solicitation General Solicitation or general advertising within the meaning of Rule 502(c(B) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engage in any directed selling efforts with respect to the Securities within the meaning of Regulation S, and the Company will and will cause all such persons will to comply with the offering restrictions requirement of Regulation S.S with respect to the Securities.
Appears in 5 contracts
Samples: Purchase Agreement (Century Communities, Inc.), Purchase Agreement (Century Communities, Inc.), Purchase Agreement (Century Communities, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply have complied with the offering restrictions requirement of Regulation S.
Appears in 4 contracts
Samples: Purchase Agreement (Range Resources Corp), Purchase Agreement (Range Resources Corp), Purchase Agreement (Range Resources Corp)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 4 contracts
Samples: Purchase Agreement (Acetex Corp), Purchase Agreement (Advance Auto Parts Inc), Purchase Agreement (Land O Lakes Inc)
No General Solicitation or Directed Selling Efforts. None of the Company Issuers or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D without the prior written consent of the Representative or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 4 contracts
Samples: Purchase Agreement (Antero Midstream GP LP), Purchase Agreement, Purchase Agreement (Antero Midstream Partners LP)
No General Solicitation or Directed Selling Efforts. None of the Company Partnership or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 4 contracts
Samples: Purchase Agreement (Equitrans Midstream Corp), Purchase Agreement (Equitrans Midstream Corp), Purchase Agreement (Equitrans Midstream Corp)
No General Solicitation or Directed Selling Efforts. None of Neither the Company or Issuer nor any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 4 contracts
Samples: Purchase Agreement, Purchase Agreement (Builders FirstSource, Inc.), Purchase Agreement (Builders FirstSource, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company Issuers or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 4 contracts
Samples: Purchase Agreement (Star Gas Partners Lp), Purchase Agreement (Atlas Energy Resources, LLC), Purchase Agreement (Atlas Energy Resources, LLC)
No General Solicitation or Directed Selling Efforts. None of the Company Issuers or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 4 contracts
Samples: Purchase Agreement (Enviva Partners, LP), Purchase Agreement (Enviva Partners, LP), Purchase Agreement (Enviva Partners, LP)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, and persons acting on their behalf, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 4 contracts
Samples: Purchase Agreement (Microchip Technology Inc), Purchase Agreement (Microchip Technology Inc), Purchase Agreement (Microchip Technology Inc)
No General Solicitation or Directed Selling Efforts. None of the Company Partnership Entities or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Offered Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D without the prior written consent of the Representative or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation SS thereunder, and all such persons will comply with the offering restrictions requirement of Regulation S.S applicable to such persons.
Appears in 3 contracts
Samples: Purchase Agreement (Viper Energy Partners LP), Purchase Agreement (Rattler Midstream Lp), Purchase Agreement (Viper Energy Partners LP)
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Guarantors or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 3 contracts
Samples: Purchase Agreement (Oasis Petroleum Inc.), Purchase Agreement (Oasis Petroleum Inc.), Purchase Agreement (Oasis Petroleum Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Parent or any of its their affiliates or any other person acting on its or their behalf (other than the Initial PurchasersHarbinger and EchoStar, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Purchased Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 3 contracts
Samples: Master Investment Agreement (Terrestar Corp), Purchase Agreement (Terrestar Corp), Master Investment Agreement (Harbinger Capital Partners Master Fund I, Ltd.)
No General Solicitation or Directed Selling Efforts. None of Neither the Company or nor any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 3 contracts
Samples: Purchase Agreement (Equitable Resources Inc /Pa/), Purchase Agreement (Equitable Resources Inc /Pa/), Purchase Agreement (Equitable Resources Inc /Pa/)
No General Solicitation or Directed Selling Efforts. None of the Company Calumet Parties or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities and the Guarantees by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.S with respect to the Securities.
Appears in 3 contracts
Samples: Purchase Agreement (Calumet, Inc. /DE), Purchase Agreement (Calumet Specialty Products Partners, L.P.), Purchase Agreement (Calumet Specialty Products Partners, L.P.)
No General Solicitation or Directed Selling Efforts. None of the Company Manitowoc Parties or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engage engagement 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.
Appears in 3 contracts
Samples: Purchase Agreement, Purchase Agreement (Manitowoc Co Inc), Purchase Agreement (Manitowoc Foodservice, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, Purchasers as to which whom no covenant representation is givenmade) will (i) solicit offers for, or offer or sell, the Securities Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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 imposed by Regulation S.
Appears in 3 contracts
Samples: Purchase Agreement (Dana Corp), Purchase Agreement (Dana Corp), Purchase Agreement (Dana Corp)
No General Solicitation or Directed Selling Efforts. None of the Company Partnership Parties or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities and the Guarantees by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 3 contracts
Samples: Purchase Agreement (Global Partners Lp), Purchase Agreement (Global Partners Lp), Purchase Agreement (Global Partners Lp)
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Issuer or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 3 contracts
Samples: Purchase Agreement (Cemex Sa De Cv), Purchase Agreement (Cemex Sa De Cv), Purchase Agreement (Cemex Sa De Cv)
No General Solicitation or Directed Selling Efforts. None of the Company Calumet Parties or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities and the Guarantees by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 3 contracts
Samples: Purchase Agreement (Calumet Specialty Products Partners, L.P.), Purchase Agreement (Calumet Specialty Products Partners, L.P.), Purchase Agreement (Calumet Specialty Products Partners, L.P.)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S, and all such persons will comply have complied with the offering restrictions requirement of Regulation S.
Appears in 2 contracts
Samples: Purchase Agreement (Trinity Industries Inc), Purchase Agreement (Trinity Marine Products, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company or Neither Escrow Issuer nor any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S, and all such persons will comply have complied with the offering restrictions requirement of Regulation S.
Appears in 2 contracts
Samples: Purchase Agreement (Mirant Corp), Purchase Agreement (Rri Energy Inc)
No General Solicitation or Directed Selling Efforts. None of Neither the Company or Issuer nor any of its affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act) or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the New Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 2 contracts
Samples: Transaction Support Agreement (New Fortress Energy Inc.), Exchange and Subscription Agreement (New Fortress Energy Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates (as defined in Rule 501(b) of Regulation D) or any other person or entity acting on its or their behalf (other than the Initial Purchasersbehalf, as to which no covenant is given) will has (i) solicit offers for, engaged directly or offer or sell, the Securities by means of indirectly in any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D D) in connection with the offering of the Securities or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act or (ii) engage engaged 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.S. Except for this Agreement and the other Transaction Documents, the Company has not entered, and will not enter, into any arrangement or agreement with respect to the distribution of the Securities.
Appears in 2 contracts
Samples: Subscription Agreement (Us Concrete Inc), Note Purchase Agreement (Us Concrete Inc)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities 1933 Act 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.
Appears in 2 contracts
Samples: Purchase Agreement (Whiting Petroleum Corp), Purchase Agreement (Whiting Petroleum Corp)
No General Solicitation or Directed Selling Efforts. None of the Company or Neither Issuer nor any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement
No General Solicitation or Directed Selling Efforts. None of the Company Issuers or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchasers and persons acting on their behalf, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 2 contracts
Samples: Purchase Agreement (GoDaddy Inc.), Purchase Agreement (GoDaddy Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company or Neither Mirant nor any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S, and all such persons will comply have complied with the offering restrictions requirement of Regulation S.
Appears in 2 contracts
Samples: Purchase Agreement (Mirant Corp), Purchase Agreement (Rri Energy Inc)
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Parent or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 2 contracts
Samples: Purchase Agreement (Superior Energy Services Inc), Purchase Agreement (Superior Energy Services Inc)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Purchased Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 2 contracts
Samples: Spectrum Contribution Agreement (Terrestar Corp), Spectrum Contribution Agreement (Harbinger Capital Partners Master Fund I, Ltd.)
No General Solicitation or Directed Selling Efforts. None of the Company Issuers or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 2 contracts
Samples: Purchase Agreement (SunCoke Energy Partners, L.P.), Purchase Agreement (SunCoke Energy Partners, L.P.)
No General Solicitation or Directed Selling Efforts. None of the Company, the Guarantors, any affiliate of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which Purchasers for whom we make no covenant is givenrepresentation) will has (i) solicit offers for, offered or offer or sell, sold the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of under the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons will comply have complied with the offering restrictions requirement of Regulation S.
Appears in 2 contracts
Samples: Purchase Agreement (Hornbeck Offshore Services Inc /La), Purchase Agreement (Hornbeck Offshore Services Inc /La)
No General Solicitation or Directed Selling Efforts. None of the Company Escrow Issuer, RRI, Mirant, or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 2 contracts
Samples: Purchase Agreement (Mirant Corp), Purchase Agreement (Rri Energy Inc)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 2 contracts
Samples: Purchase Agreement (Graphic Packaging Holding Co), Purchase Agreement (Baker Hughes Inc)
No General Solicitation or Directed Selling Efforts. None of the Company Partnership Parties or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities and the Guarantees by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 2 contracts
Samples: Purchase Agreement (Global Partners Lp), Purchase Agreement (Global Partners Lp)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) in connection with offers and sales of Securities outside the United States, 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.
Appears in 2 contracts
Samples: Purchase Agreement (PDC Energy, Inc.), Purchase Agreement (PDC Energy, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company Issuer or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 2 contracts
Samples: Purchase Agreement (Symmetry Holdings Inc), Purchase Agreement (Telesystem International Wireless Inc)
No General Solicitation or Directed Selling Efforts. None Neither of the Company Issuers or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company Company, any Guarantor or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company Compa- ny or any of its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company Company, CHS or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities 1933 Act 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Issuer or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial PurchasersManagers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 1 contract
Samples: Purchase Agreement (Cemex Sa De Cv)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act or (ii) engage in any directed selling efforts with respect to the Securities within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of N its affiliates or nor any other person acting on its or their behalf (other than the Initial Purchasers, as to M which no covenant or agreement is givenmade) will (i) solicit offers for, or offer or sell, the Securities by t means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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 requirements of Regulation S.
Appears in 1 contract
Samples: Structuring Fee Agreement
No General Solicitation or Directed Selling Efforts. None of the Company Issuers or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Parent or any of its their affiliates or any other person acting on its or their behalf (other than the Initial PurchasersEchoStar and Harbinger, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Purchased Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of engage in any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities 1933 Act 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.
Appears in 1 contract
Samples: Purchase Agreement (APA Corp)
No General Solicitation or Directed Selling Efforts. None of the Company Issuers, Parent or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D 0 or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 1 contract
Samples: Purchase Agreement (Palace Entertainment Holdings, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act or (ii) engage in any directed selling efforts of the Securities within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Purchase Agreement (Deluxe Corp)
No General Solicitation or Directed Selling Efforts. None of Neither the Company or Merger Sub nor the Company, nor any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 1 contract
Samples: Purchase Agreement (Eye Care Centers of America Inc)
No General Solicitation or Directed Selling Efforts. None of Neither the Company or nor any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company Issuers, the Guarantors or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Escrow Issuer, PSI or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Offered Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 1 contract
Samples: Purchase Agreement (Chemours Co)
No General Solicitation or Directed Selling Efforts. None of AMI, the Company or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no covenant is given) will (i) solicit offers for, or offer or sell, any of the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act or (ii) engage with respect to the Notes 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates Affiliates or any other person Person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will has (i) solicit solicited offers for, or offer offered or sellsold, the Securities Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S, and all such persons will comply Persons have complied with the offering restrictions requirement of Regulation S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 1 contract
Samples: Purchase Agreement (Plains Exploration & Production Co)
No General Solicitation or Directed Selling Efforts. None of the Company or nor Funding nor any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act or (ii) in connection with offers and sales of Securities outside the United States, 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D with the prior written consent of the Representative or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 1 contract
Samples: Purchase Agreement (Immunogen Inc)
No General Solicitation or Directed Selling Efforts. None of The Company and the Company or Guarantors agree that they will not and will not permit any of its affiliates their respective Affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will to (i) solicit offers for, or offer or sell, the Securities Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act or (ii) engage in any directed selling efforts with respect to the Notes within the meaning of Regulation S, and the Company and the Guarantors will and will cause all such persons will to comply with the offering restrictions requirement of Regulation S.S with respect to the Notes.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act or (ii) with respect to those Securities offered or sold in reliance upon Regulation S, 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of Merger Sub, the Company or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Parent Guarantor, the Company or any of its their affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Guarantor or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act or (ii) with respect to any Securities to be sold in reliance on Rule 903 of Regulation S, 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates Affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchasers or their affiliates, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchasers and their affiliates, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or nor any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of Neither the Company or Issuer nor any of its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 1 contract
Samples: Purchase Agreement (Central European Media Enterprises LTD)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S, and all such persons will comply have complied with the offering restrictions requirement of Regulation S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act or (ii) engage with respect to the Securities 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.
Appears in 1 contract
Samples: Purchase Agreement (National Credit & Guaranty CORP)
No General Solicitation or Directed Selling Efforts. None of Neither the Company or Parent nor any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company Company, any Guarantor or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act or (ii) engage with respect to the Securities 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is givenmade) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons each of the Time of Sale Information and the Offering Memorandum contains or will comply with contain the offering restrictions requirement disclosure required by Rule 902 of Regulation S.
Appears in 1 contract
Samples: Purchase Agreement (Swift Energy Co)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates Affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.S with respect to the Securities.
Appears in 1 contract
Samples: Purchase Agreement (U.S. Legend Cars International, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Guarantors or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or its subsidiaries or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will has (i) solicit solicited offers for, or offer offered or sellsold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons will comply have complied with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Purchase Agreement (Acetex Corp)
No General Solicitation or Directed Selling Efforts. None of the The Company or agrees that it will not and will not permit any of its affiliates Affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engage in any directed selling efforts with respect to the Securities within the meaning of Regulation S, and the Company will and will cause all such persons will to comply with the offering restrictions requirement of Regulation S.S with respect to the Securities.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Designated Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 1 contract
Samples: Debt Securities Purchase Agreement (Baxter International Inc)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities Preferred Stock by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act 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.
Appears in 1 contract
Samples: Purchase Agreement (Nisource Inc/De)
No General Solicitation or Directed Selling Efforts. None of Except as required by the Registration Rights Agreement, neither the Company or nor any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Offered Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act 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.
Appears in 1 contract
Samples: Purchase Agreement (Travelport LTD)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, the Securities Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S, and all such persons will comply have complied with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Purchase Agreement (Central European Media Enterprises LTD)
