No General Solicitation or Directed Selling Efforts. None of the Company or any of its controlled affiliates or any other person acting on its or their behalf (other than the Purchaser, 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.
Appears in 5 contracts
Samples: Credit Agreement (T-Mobile US, Inc.), Guarantee and Collateral Agreement (T-Mobile US, Inc.), T-Mobile US, Inc.
No General Solicitation or Directed Selling Efforts. None of the Company or any of its controlled affiliates or any other person acting on its or their behalf (other than the PurchaserInitial Purchasers, as to which no representation is made) has (i) directly or indirectly, 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 with respect to those Securities offered or sold in any directed selling efforts within the meaning of reliance upon Regulation S under the Securities Act (“Regulation S”), engaged in any directed selling efforts within the meaning of Regulation S, and assuming the accuracy of the representations and warranties of the Initial Purchasers herein, all such persons have complied with the offering restrictions requirement of Regulation S.
Appears in 5 contracts
Samples: Purchase Agreement (Avis Budget Group, Inc.), Purchase Agreement (Avis Budget Group, Inc.), Registration Rights Agreement (Avis Budget Group, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its controlled affiliates or any other person acting on its or their behalf (other than the PurchaserInitial Purchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, the Securities by means of (A) any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or (B) in any manner involving a public offering within the meaning of Section 4(a)(24(2) of the Securities Act Act, or (ii) 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 have complied with the offering restrictions requirement requirements of Regulation S.
Appears in 4 contracts
Samples: Nortel Networks Corp, Nortel Networks Corp, Nortel Networks LTD
No General Solicitation or Directed Selling Efforts. (i) None of the Company Company, the Guarantors or any of its controlled affiliates or any other person acting on its or their behalf (other than the PurchaserInitial Purchasers, 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.S. Neither the Company nor any of its affiliates has entered into, or will enter into, any contractual arrangement with respect to the distribution of the Securities except for this Agreement.
Appears in 4 contracts
Samples: Registration Rights Agreement (Sanchez Energy Corp), Registration Rights Agreement (Sanchez Energy Corp), Purchase Agreement (Sanchez Energy Corp)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its controlled affiliates or any other person acting on its or their behalf (other than the PurchaserInitial Purchasers, as to which no representation is made) has (i) directly or indirectly, 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 with respect to those Securities offered or sold in any directed selling efforts within the meaning of reliance upon Regulation S under the Securities Act (“Regulation S”), engaged in any directed selling efforts within the meaning of Regulation S, and assuming the accuracy of the representations and warranties of the Initial Purchasers herein, all such persons have complied with the offering restrictions requirement of Regulation S.
Appears in 3 contracts
Samples: Registration Rights Agreement, Registration Rights Agreement (Budget Truck Rental LLC), Purchase Agreement (Avis Budget Group, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company Parent Guarantor, its subsidiaries or any of its controlled their affiliates or any other person acting on its or their behalf (other than the PurchaserInitial Purchasers, 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.
Appears in 3 contracts
Samples: Purchase Agreement (Kinetik Holdings Inc.), Kinetik Holdings Inc., Kinetik Holdings Inc.
No General Solicitation or Directed Selling Efforts. None of the Company or any of its controlled affiliates or any other person acting on its or their behalf (other than the PurchaserInitial Purchasers, 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 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 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.
Appears in 2 contracts
Samples: Forum Energy Technologies, Inc., Forum Energy Technologies, Inc.
No General Solicitation or Directed Selling Efforts. None of the Company or any of its controlled affiliates or any other person acting on its or their behalf (other than the PurchaserInitial Purchasers, as to which no representation is made) has (i) directly or indirectly, 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) with respect to those Securities offered or sold in reliance upon Regulation S under the Securities Act ("Regulation S"), engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and assuming the accuracy of the representations and warranties of the Initial Purchasers herein, all such persons have complied with the offering restrictions requirement of Regulation S.
Appears in 2 contracts
Samples: Purchase Agreement (Avis Budget Group, Inc.), Purchase Agreement (Avis Budget Group, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company Issuer or any of its controlled affiliates or any other person acting on its or their behalf (other than the PurchaserInitial Purchasers, as to which no representation is made) has (i) directly or indirectly, 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) with respect to those Securities offered or sold in reliance upon Regulation S under the Securities Act ("Regulation S"), engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and assuming the accuracy of the representations and warranties of the Initial Purchasers herein, all such 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 Issuer or any of its controlled affiliates or any other person acting on its or their behalf (other than the PurchaserInitial Purchasers, as to which no representation is made) has (i) directly or indirectly, 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 with respect to those Securities offered or sold in any directed selling efforts within the meaning of reliance upon Regulation S under the Securities Act (“Regulation S”), engaged in any directed selling efforts within the meaning of Regulation S, and assuming the accuracy of the representations and warranties of the Initial Purchasers herein, all such 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 Co-Issuers, any of its controlled their affiliates or any other person acting on its or their behalf (other than the PurchaserPurchasers, as to which whom 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) with respect to the Notes, if any, sold to the Purchasers pursuant to Regulation S under the Securities Act, 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.
Appears in 1 contract
Samples: Rivian Automotive, Inc. / DE
No General Solicitation or Directed Selling Efforts. None of the Acquisition Sub, the Company or any of its controlled 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 PurchaserInitial Purchasers, as to which no representation or warranty 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 with respect to those Securities offered or sold in any directed selling efforts within the meaning of reliance upon Regulation S under the Securities Act (“Regulation S”), engaged in any directed selling efforts within the meaning of Regulation S, and all such persons have complied with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Purchase Agreement (Sugarloaf Gwinnett Entertainment Company, L.P.)
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Guarantors or any of its controlled affiliates or any other person Person acting on its or their behalf (other than the PurchaserInitial Purchasers, 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 Persons have complied with the offering restrictions requirement of Regulation S.S. Neither the Company nor any of its affiliates has entered into, or will enter into, any contractual arrangement with respect to the distribution of the Securities except for this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Concordia Healthcare Corp.)
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Guarantor or any of its controlled their affiliates or any other person acting on its or their behalf (other than the PurchaserInitial Purchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, the Securities or the Guarantee 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”"), offered or sold the Securities or the Guarantee being offered and sold in reliance on Regulation S other than in offshore transactions, and all such persons have complied with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Cooper Industries LTD
No General Solicitation or Directed Selling Efforts. None of the Company or any of its controlled affiliates or any other person acting on its or their behalf (other than the PurchaserInitial Purchasers, 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 with respect to the Securities 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.
Appears in 1 contract
Samples: Purchase Agreement (National Credit & Guaranty CORP)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its controlled affiliates or any other person acting on its or their behalf (other than the PurchaserInitial Purchasers, 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 each of the offering restrictions requirement Time of Sale Information and the Offering Memorandum contains or will contain the disclosure required by Rule 902 of Regulation S.
Appears in 1 contract
Samples: Swift Energy Co
No General Solicitation or Directed Selling Efforts. None of the Company or any of its controlled affiliates or any other person acting on its or their behalf (other than the Initial Purchaser, as to which no representation is made) has (i) directly or indirectly, 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 with respect to those Securities offered or sold in any directed selling efforts within the meaning of reliance upon Regulation S under the Securities Act (“Regulation S”), engaged in any directed selling efforts within the meaning of Regulation S, and assuming the accuracy of the representations and warranties of the Initial Purchaser herein, all such persons have complied with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Avis Budget Group, Inc.
No General Solicitation or Directed Selling Efforts. None of the Company or any of its controlled affiliates or any other person acting on its or their behalf (other than the PurchaserInitial Purchasers, 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 of the Securities 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.
Appears in 1 contract
Samples: Deluxe Corp
No General Solicitation or Directed Selling Efforts. None of Funding, the Company or any of its controlled the Company's affiliates or any other person acting on its or any of their behalf behalfs (other than the PurchaserInitial Purchasers, 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.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its controlled affiliates or any other person acting on its or their behalf (other than the PurchaserInitial Purchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, 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) engaged with respect to any Securities sold in any directed selling efforts within the meaning reliance on Rule 903 of Regulation S under the Securities Act (“Regulation S”), engaged in any directed selling efforts within the meaning of Rule 902(c) of Regulation S, and all such persons have complied with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Newmont Mining Corp /De/
No General Solicitation or Directed Selling Efforts. None of the Company or nor any of its controlled affiliates or any other person acting on its or their behalf (other than the Purchaser, 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 with respect to the Notes 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.S with respect to the Notes.
Appears in 1 contract
Samples: T-Mobile US, Inc.
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Guarantors or any of its controlled their affiliates or any other person acting on its or their behalf (other than the PurchaserInitial Purchasers, 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 Rule 902 of Regulation S under the Securities Act (“Regulation S”), and all such persons have complied with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Cardinal River Coals Ltd.
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Guarantors or any of its controlled their affiliates or any other person Person acting on its or their behalf (other than the PurchaserInitial Purchasers, 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 Persons have complied with the offering restrictions requirement of Regulation S.S. Neither the Company nor any of its affiliates has entered into, or will enter into, any contractual arrangement with respect to the distribution of the Securities except for this Agreement.
Appears in 1 contract
Samples: Concordia Healthcare Corp.
No General Solicitation or Directed Selling Efforts. None of the Parent Guarantor, the Company or any of its controlled their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchaser, 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.
Appears in 1 contract
Samples: Truven Holding Corp.
No General Solicitation or Directed Selling Efforts. None of the Acquisition Sub, the Company or any of its controlled 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 Purchaser, as to which no representation or warranty 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) with respect to those Securities offered or sold in reliance upon Regulation S under the Securities Act ("Regulation S"), 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.
Appears in 1 contract
Samples: Registration Rights Agreement (Tango of Arundel, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Guarantors or any of its controlled their respective affiliates or any other person acting on its or their behalf (other than the PurchaserInitial Purchasers, as to which no representation covenant is madegiven) has will (i) solicited solicit offers for, or offered offer or soldsell, the Securities or 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) engaged engage in any directed selling efforts within the meaning of Regulation S under S, offer or sell the Securities Act (“or the Guarantees being offered and sold in reliance on Regulation S”)S other than in offshore transactions, and all such persons have complied will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Cooper Industries LTD
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Guarantors or any of its controlled their respective affiliates or any other person acting on its or their behalf (other than the PurchaserInitial Purchasers, as to which no representation is made) has (i) solicited offers for, or offered or sold, the Securities or 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) engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), offered or sold the Securities or the Guarantees being offered and sold in reliance on Regulation S other than in offshore transactions, and all such persons have complied with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Cooper Industries LTD
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Guarantor or any of its controlled their affiliates or any other person acting on its or their behalf (other than the PurchaserInitial Purchasers, as to which no representation covenant is madegiven) has will (i) solicited solicit offers for, or offered offer or soldsell, the Securities or the Guarantee 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 S, offered or sold the Securities Act (“or the Guarantee being offered and sold in reliance on Regulation S”)S other than in offshore transactions, and all such persons have complied will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Cooper Industries LTD
No General Solicitation or Directed Selling Efforts. None of the Company or any of its controlled affiliates or any other person acting on its or their behalf (other than the PurchaserInitial Purchasers, 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 each of the offering restrictions requirement Time of Sale Information and the Offering Memorandum contains or will contain the disclosure required by Rule 902 of Regulation S.
Appears in 1 contract
Samples: Swift Energy Co
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Guarantors or any of its controlled affiliates or any other person acting on its or their behalf (other than the PurchaserInitial Purchasers, 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.S. Neither the Company nor any of its affiliates has entered into, or will enter into, any contractual arrangement with respect to the distribution of the Securities except for this Agreement.
Appears in 1 contract
