Common use of No General Solicitation or Directed Selling Efforts Clause in Contracts

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 acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalf, as to which no representation is made) has (i) solicited offers for, or offered or 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 the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

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 acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalfPurchasers, as to which no representation is made) has (i) solicited offers for, or offered or 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)(24(2) of the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“"Regulation S”"), and all such persons have complied with the offering restrictions requirement of Regulation S.

No General Solicitation or Directed Selling Efforts. None of the Company or Issuers, the Guarantors nor any of its their respective affiliates (as defined in Rule 501 (b) of Regulation D) or any other person acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalfPurchasers, as to which no representation is made) has (i) solicited offers for, or offered or 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 the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

No General Solicitation or Directed Selling Efforts. None of the Company or Company, any of its affiliates (as defined in Rule 501 (b) of Regulation D) or any other person acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalfPurchasers, as to which no representation is made) has (i) solicited offers for, or offered or 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 the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

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 acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalf, as to which no representation is made) has (i) solicited offers for, or offered or 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 the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

No General Solicitation or Directed Selling Efforts. None of the Company Issuer, the Co-Issuer, the Arbor Parent or any of its their respective affiliates (as defined in Rule 501 (b) of Regulation D) or any other person acting on its or their behalf (other than than, in the Initial Purchasers or persons acting on their behalfcase of the Offered Notes, the Placement Agent, as to which no representation or warranty is made) has (iA) solicited offers for, or offered or sold, sold 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)(2) of the Securities Act or (iiB) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

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 acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalfPurchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D other than by means of a Permitted General Solicitation or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

No General Solicitation or Directed Selling Efforts. None of the Company Company, the Issuer, the Note Issuer or any of its their respective affiliates (as defined in Rule 501 (b) of Regulation D) or any other person acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalfPurchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, the Securities or the Note 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) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

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 acting on its or their behalf (other than the Initial Purchasers or persons acting on and certain of their behalfaffiliates, as to which no representation is made) has (i) solicited offers for, or offered or 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 the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

No General Solicitation or Directed Selling Efforts. None of the Company Issuer, Co-Issuer, or Parent or any of its their respective affiliates (as defined in Rule 501 (b) of Regulation D) or any other person acting on its or their behalf (other than than, in the Initial Purchasers or persons acting on their behalfcase of the Notes, the Placement Agent, as to which no representation or warranty is made) has (iA) solicited offers for, or offered or sold, sold 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)(2) of the Securities Act or (iiB) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

No General Solicitation or Directed Selling Efforts. None Neither of the Company or nor any of its affiliates (as defined in Rule 501 (b) of Regulation D) or any other person acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalfPurchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, 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) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“"Regulation S”"), and all such persons have complied with the offering restrictions requirement of Regulation S.

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 acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalfPurchasers, as to which no representation is made) has (i) solicited offers for, or offered or 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 the Securities Act or (ii) in connection with offers and sales of Securities outside the United States, engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

No General Solicitation or Directed Selling Efforts. None of the Company Holdings or any of its affiliates (as defined in Rule 501 (b) of Regulation D) or any other person acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalf, as to which no representation is made) has (i) solicited offers for, or offered or 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 the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

No General Solicitation or Directed Selling Efforts. None of the Company Issuers or any of its their affiliates (as defined in Rule 501 (b) of Regulation D) or any other person acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalfPurchasers, as to which no representation is made) has (i) solicited offers for, or offered or 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)(24(2) of the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates (as defined in Rule 501 (b501(b) of Regulation D) or any other person acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalf, as to which no representation is made) has (i) solicited offers for, or offered or 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 the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

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 (as defined in Rule 501 (b) of Regulation D) Affiliates or any other person acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalfPurchasers, as to which no representation covenant is madegiven) has to (i) solicited solicit offers (other than any Permitted General Solicitation) for, or offered offer or soldsell, the Securities Notes 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) engaged engage in any directed selling efforts with respect to the Notes within the meaning of Regulation S under the Securities Act (“Regulation S”), and the Company will and will cause all such persons have complied to comply with the offering restrictions requirement of Regulation S.S with respect to the Notes.

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 acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalfPurchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D D, other than by means of a Permitted General Solicitation, or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

No General Solicitation or Directed Selling Efforts. None of the Company or Company, any of its affiliates (as defined in Rule 501 (b501(b) of Regulation D) or any other person acting on its or their behalf (other than the Initial Purchasers or persons acting on and their behalfaffiliates, as to which whom the Company makes no representation is maderepresentation) has (i) solicited offers forengaged or will engage, or offered or soldin connection with the offering of the Securities, the Securities by means of in any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.Act.

No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates (as defined in Rule 501 (b501(b) of Regulation D) or any other person acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalf, as to which no representation is made) has (i) solicited offers for, or offered or 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)(24(2) of the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

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 acting on its or their behalf (other than the Initial Purchasers or persons acting on and their behalfaffiliates that assist in the distribution of the Securities, as to which no representation is made) has (i) solicited offers for, or offered or 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)(24(2) of the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

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) Affiliates or any other person Person acting on its or their behalf (other than the Initial Purchasers any investment bank engaged pursuant to a Private Resale Offering or persons acting on their behalfa Syndicated Private Placement Offering, as to which no representation is made) has (i) solicited offers for, or offered or sold, 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) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons Persons have complied with the offering restrictions requirement of Regulation S.S. 4.31

No General Solicitation or Directed Selling Efforts. None of the Company Issuer, the Co-Issuer, the Arbor Parent or any of its their respective affiliates (as defined in Rule 501 (b) of Regulation D) or any other person acting on its or their behalf (other than than, in the Initial Purchasers or persons acting on their behalfcase of the Notes, the Placement Agent, as to which no representation or warranty is made) has (iA) solicited offers for, or offered or sold, sold 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)(2) of the Securities Act or (iiB) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

No General Solicitation or Directed Selling Efforts. None of Neither the Company or nor any of its affiliates (as defined in Rule 501 (b) of Regulation D) or subsidiaries, nor any other person acting on its or their behalf (other than the Initial Purchasers or persons acting on and their behalfaffiliates that assist in the distribution of the Securities, as to which no representation is made) has (i) solicited offers for, or offered or 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)(24(2) of the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“"Regulation S”"), and all such persons have complied with the offering restrictions requirement of Regulation S.

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 acting on its or their behalf (other than the Initial Purchasers or persons acting on and their behalfaffiliates that assist in the distribution of the Securities, as to which no representation is made) has (i) solicited offers for, or offered or 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 the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

No General Solicitation or Directed Selling Efforts. None of the Acquisition Sub, the Company or any of its the Company's affiliates (as defined in Rule 501 (b) of Regulation D144 under the Securities Act) or any other person acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalfPurchaser, as to which no representation covenant is madegiven) has will (i) solicited solicit offers for, or offered offer or soldsell, 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) engaged engage in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied will comply with the offering restrictions requirement of Regulation S.

No General Solicitation or Directed Selling Efforts. None of Neither the Company or Company, the Subsidiary Guarantors nor any of its their respective affiliates (as defined in Rule 501 (b) of Regulation D) or any other person acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalfPurchaser, as to which no representation is made) has (i) solicited offers for, or offered or 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 the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

No General Solicitation or Directed Selling Efforts. None of the Company Company, the Guarantor or any of its their respective affiliates (as defined in Rule 501 (b) of Regulation D) or any other person acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalfPurchasers, as to which no representation covenant is madegiven) has will (i) solicited solicit offers for, or offered offer or soldsell, 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) engaged engage in any directed selling efforts (within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied will comply with the offering restrictions requirement of Regulation S.

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) Affiliates or any other person Person acting on its or their behalf (other than the Initial Purchasers any investment bank engaged pursuant to a Private Resale Offering or persons acting on their behalfa Syndicated Private Placement Offering, as to which no representation is made) has (i) solicited offers for, or offered or sold, 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) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons Persons have complied with the offering restrictions requirement of Regulation S.

No General Solicitation or Directed Selling Efforts. None of the Acquisition Sub, the Company or any of its the Company’s affiliates (as defined in Rule 501 (b) of Regulation D144 under the Securities Act) or any other person acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalfPurchasers, as to which no representation covenant is madegiven) has will (i) solicited solicit offers for, or offered offer or soldsell, 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) engaged engage in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied will comply with the offering restrictions requirement of Regulation S.

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 acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalfand the Joint Lead Managers, as to which no representation is made) has (i) solicited offers for, or offered or 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)(24(2) of the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

No General Solicitation or Directed Selling Efforts. None of the Company or Ladder Parties nor, to the actual knowledge of the Ladder Parties, any of its their affiliates (as defined in Rule 501 (b) of Regulation D) or any other person acting on its or their such an entity’s behalf (other than the Initial Purchasers or persons acting on their behalfPurchasers, as to which no representation is made) ), has (i) solicited offers for, or offered or 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 the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

No General Solicitation or Directed Selling Efforts. None of Neither the Company or Company, the Subsidiary Guarantors nor any of its their respective affiliates (as defined in Rule 501 (b) of Regulation D) or any other person acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalfPurchaser, as to which no representation covenant is madegiven) has will (i) solicited solicit offers for, or offered offer or soldsell, 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 Initial Purchaser or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act or (ii) engaged engage in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied will comply with the offering restrictions requirement of Regulation S.

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 acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalfPurchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, 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) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

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 acting on its or their behalf (other than the Initial Purchasers or persons acting on their behalfJPMorgan, as to which no representation is made) has (i) solicited offers for, or offered or 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 the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

No General Solicitation or Directed Selling Efforts. None of the Company Issuer, Co-Issuer, or Parent or any of its their respective affiliates (as defined in Rule 501 (b) of Regulation D) or any other person acting on its or their behalf (other than than, in the Initial Purchasers or persons acting on their behalfcase of the Notes, a Placement Agent, as to which no representation or warranty is made) has (iA) solicited offers for, or offered or sold, sold 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)(2) of the Securities Act or (iiB) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.

No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates (as defined in Rule 501 (b) or to the knowledge of Regulation Dthe Company, Complete or any of its affiliates) or any other person acting on behalf of the Company or any of its affiliates or, to the knowledge of the Company, Complete or their behalf any of its affiliates (other than the Initial Purchasers or persons acting on their behalfPurchasers, as to which no representation is made) has (i) solicited offers for, or offered or 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)(24(2) of the Securities Act or (ii) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.