No General Solicitation or Directed Selling Efforts. None of the Calumet Parties or any of 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(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 with respect to the Securities.
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 Calumet Parties or any of 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 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(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 with respect to the Securities.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 Calumet Parties Company or any of their 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 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 other than in any manner involving a public offering within the meaning of Section 4(24(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 with respect to the Securities.S.
Appears in 3 contracts
Samples: Purchase Agreement (Northern Oil & Gas, Inc.), Purchase Agreement (Northern Oil & Gas, Inc.), Purchase Agreement (Northern Oil & Gas, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Issuer or any of their 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 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(24(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 with respect to the Securities.S.
Appears in 3 contracts
Samples: Purchase Agreement, Purchase Agreement (Builders FirstSource, Inc.), Purchase Agreement (Builders FirstSource, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Issuers, the Company, the Guarantors or any of their respective 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 and the Guarantees 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(24(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 with respect to the Securities.S.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company, the Parent, or any of 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 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(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 with respect to the Securities.S.
Appears in 2 contracts
Samples: Purchase Agreement (Sba Communications Corp), Purchase Agreement (Sba Communications Corp)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their 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 has (i) solicit solicited offers for, or offer offered or sellsold, the Securities and the Guarantees 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(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 imposed by Regulation S with respect to the Securities.S.
Appears in 2 contracts
Samples: Purchase Agreement (Dana Corp), Purchase Agreement (Dana Corp)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties or Neither RRI nor any of their 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 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(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 with respect to the Securities.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 Calumet Parties or any of 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 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(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 with respect to the Securities.
Appears in 2 contracts
Samples: 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 Calumet Partnership Parties or any of their respective 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 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(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 with respect to the Securities.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 Calumet Parties Company, or any of their 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 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(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 with respect to the Securities.S.
Appears in 1 contract
Samples: Purchase Agreement (Science Applications International Corp)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Partnership or any of their 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 and the Guarantees 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(24(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their the Company’s affiliates or any other person acting on its or any of their behalf behalfs (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 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(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Issuer or any of their its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, 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(24(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Issuer, the Guarantors or any of their respective controlled 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 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(24(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 with respect to the Securities.S.
Appears in 1 contract
Samples: Purchase Agreement (MultiPlan Corp)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, 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(24(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 with respect to the Securities.S.
Appears in 1 contract
Samples: Purchase Agreement (RumbleON, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties or Company, the Guarantors nor any of their respective 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 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(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Issuers or any of 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 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(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company, Macrovision, Gemstar or any of their respective 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 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(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their 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 has (i) solicit solicited offers for, or offer offered or sellsold, the Securities and the Guarantees 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(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 imposed by Regulation S with respect to the Securities.S.
Appears in 1 contract
Samples: Purchase Agreement (Dana Corp)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company, the Target or any of 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 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(24(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their 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 and the Guarantees 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(2) of the Securities Act or (ii) engage engaged with respect to the Notes 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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties or any of 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 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(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 with respect to the Securities.
Appears in 1 contract
Samples: Purchase Agreement (Calumet Specialty Products Partners, L.P.)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Issuers or any of their respective affiliates or nor any other person acting on its behalf of the Issuers or any of their behalf respective affiliates (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 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(24(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their 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 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(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 with respect to the Securities.S. (hh)
Appears in 1 contract
Samples: Purchase Agreement (Cornell Corrections of Rhode Island, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Partnership Entities or any of their respective 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 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(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Partnership or any of their 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 and the Guarantees 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(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their 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 representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, 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(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their 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 (i) solicit has solicited offers for, or offer offered or sellsold, 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(24(a)(2) of the Securities 1933 Act or (ii) engage has engaged in any directed selling efforts within the meaning of Regulation S under the 1933 Act (“Regulation S”), and all such persons will comply have complied with the offering restrictions requirement of Regulation S with respect to the Securities.S.
Appears in 1 contract
Samples: Purchase Agreement (APA Corp)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, their agents and affiliates, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, 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(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Symmetry, NSI or any of their respective 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 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(2) of the Securities Act or (ii) engage engaged in any directed selling efforts with respect to the Securities 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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of Neither the Calumet Parties or Issuers nor any of their respective 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 and the Guarantees 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(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 with respect to the Securities.S.
Appears in 1 contract
Samples: Purchase Agreement (Palace Entertainment Holdings, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company, or any of their 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 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(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 with respect to the Securities.S.
Appears in 1 contract
Samples: Purchase Agreement (Science Applications International Corp)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Issuers or any of their respective 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 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(24(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of Merger Sub, the Calumet Parties or Company, the Guarantors nor any of their respective 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 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(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties or Company, any of their 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 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(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of AMI, the Calumet Parties Company or any of their respective affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, any of 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(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of Neither the Calumet Parties or Merger Sub nor the Company nor any of their respective 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 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(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 with respect to the Securities.S.
Appears in 1 contract
Samples: Purchase Agreement (Eye Care Centers of America Inc)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their its controlled affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, the Securities and the Guarantees 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(24(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties or Company, PSI nor any of their respective affiliates or nor 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 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(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their 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 and the Guarantees 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(24(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 with respect to the Securities.S.
Appears in 1 contract
Samples: Purchase Agreement (Nisource Inc/De)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their 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 and Shares or the Guarantees Underlying Shares 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(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of Neither the Calumet Parties or Issuer nor any of their 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 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(24(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Issuer, ProBuild or any of their respective 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 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(24(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties or Issuers, the Guarantors nor any of their respective 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 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(24(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 with respect to the Securities.S.
Appears in 1 contract
Samples: Purchase Agreement (Restaurant Brands International Inc.)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their 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 has (i) solicit solicited offers for, or offer offered or sellsold, 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(24(a)(2) of the Securities Act or (ii) engage with respect to any securities sold in reliance on Rule 903 of Regulation S under the Securities Act (“Regulation S”), 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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company, any Guarantor or any of their 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 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(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, 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(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 with respect to the Securities.S.
Appears in 1 contract
Samples: Purchase Agreement (Plains Exploration & Production Co)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company, the Guarantors or any of their respective affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, 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(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties LLC Issuer or any of their 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 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(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Issuer or any of their 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 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(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 with respect to the Securities.S. (kk)
Appears in 1 contract
Samples: Purchase Agreement (Telesystem International Wireless Inc)
No General Solicitation or Directed Selling Efforts. None of Neither the Calumet Parties or Parent nor any of their its affiliates or nor 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 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(24(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchasers and their affiliates, as to which whom the Company makes no covenant is givenrepresentation) will has (i) solicit solicited offers for, or offer offered or sellsold, 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(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their 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 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(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 with respect to the Securities.S
Appears in 1 contract
Samples: Purchase Agreement (Integra Lifesciences Holdings Corp)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties or Company nor any of their 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 by the Company and the Guarantors) will has (i) solicit solicited offers for, or offer offered or sellsold, 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(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 with respect to the Securities.S.
Appears in 1 contract
Samples: Purchase Agreement (Lender Processing Services, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Parent or any of their 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 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(24(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company or any of their its controlled 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 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(24(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 with respect to the Securities.S.
Appears in 1 contract
Samples: Purchase Agreement (Elastic N.V.)
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Parent Guarantor, the Company or any of their respective affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, 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(24(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 with respect to the Securities.S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Calumet Parties Company, any Guarantor, or any of 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 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(2) of the Securities Act or (ii) engage engaged in any directed selling efforts with respect to the Securities 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 with respect to the Securities.S.
Appears in 1 contract
