Common use of No Integration; No General Solicitation Clause in Contracts

No Integration; No General Solicitation. Neither the Debtors nor any of their affiliates (as defined in Rule 501(b) of Regulation D promulgated under the Securities Act) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act) that is or will be integrated with the sale of the Unsubscribed Shares and New Common Stock in a manner that would require registration of the Unsubscribed Shares and New Common Stock to be issued by Holdings on the Effective Date under the Securities Act. No Debtor or any of its affiliates or any other Person acting on its or its behalf will solicit offers for, or offer or sell, any Direct Allocation Shares or Unsubscribed Shares by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D promulgated under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act.

Appears in 2 contracts

Samples: Backstop Commitment Agreement (Revlon Consumer Products Corp), Backstop Commitment Agreement (Revlon Consumer Products Corp)

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No Integration; No General Solicitation. Neither the Debtors Quorum nor any of their its affiliates (as defined in Rule 501(b) of Regulation D promulgated under the Securities Act) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act) ), that is or will be integrated with the sale of the Unsubscribed Equity Commitment Aggregate Shares and New Common Stock this Agreement in a manner that would require registration of the Unsubscribed Shares and New Common Stock to be issued by Holdings Reorganized Quorum on the Plan Effective Date under the Securities Act. No Debtor None of Quorum or any of its affiliates or any other Person acting on its or its their behalf will solicit offers for, or offer or sell, any Direct Allocation Shares or Unsubscribed Equity Commitment Shares by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D promulgated under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act.

Appears in 1 contract

Samples: Equity Commitment Agreement (Quorum Health Corp)

No Integration; No General Solicitation. Neither the Debtors Company Parties nor any of their affiliates (as defined in Rule 501(b) of Regulation D promulgated under the Securities Act) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act) that is or will be integrated with the sale of the Unsubscribed Shares Shares, the New Preferred Equity and New Common Stock Equity in a manner that would require registration of the Unsubscribed Shares and New Common Stock any such securities to be issued by Holdings New Intermediate Holding Company or Reorganized Invacare on the Effective Date under the Securities Act. No Debtor Company Party or any of its affiliates or any other Person acting on its or its behalf will solicit offers for, or offer or sell, any Direct Allocation Shares or Unsubscribed Shares by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D promulgated under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act.

Appears in 1 contract

Samples: Backstop Commitment Agreement (Invacare Corp)

No Integration; No General Solicitation. Neither the Debtors Company nor any of their its affiliates (as defined in Rule 501(b) of Regulation D promulgated under the Securities Act) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act) that is or will be integrated with the sale of the Unsubscribed Shares and New Common Stock Stapled Securities in a manner that would require registration of the Unsubscribed Shares and New Common Stock Stapled Securities to be issued by Holdings the Company on the Effective Date under the Securities Act. No Debtor None of the Debtors or any of its their affiliates or any other Person acting on its or its their behalf will solicit offers for, or offer or sell, any Direct Allocation Shares or Unsubscribed Shares Stapled Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D promulgated under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act.

Appears in 1 contract

Samples: Backstop and Private Placement Agreement (Diamond Offshore Drilling, Inc.)

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No Integration; No General Solicitation. Neither the Debtors Credit Parties nor any of their affiliates (as defined in Rule 501(b) of Regulation D promulgated under the Securities Act) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act) that is or will be integrated with the sale of the Unsubscribed Shares and New Common Stock First Lien Notes in a manner that would require registration of the Unsubscribed Shares and New Common Stock First Lien Notes to be issued by Holdings the Credit Parties on the Effective Closing Date under the Securities Act. No Debtor None of the Credit Parties or any of its their affiliates or any other Person acting on its or its their behalf will solicit offers for, or offer or sell, any Direct Allocation Shares or Unsubscribed Shares New First Lien Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D promulgated under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act).

Appears in 1 contract

Samples: Backstop Commitment Agreement (Amc Entertainment Holdings, Inc.)

No Integration; No General Solicitation. Neither the Debtors Company Parties nor any of their affiliates (as defined in Rule 501(b) of Regulation D promulgated under the Securities Act) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security (as defined in the Securities Act) that is or will be integrated with the sale of the Unsubscribed Shares Shares, the New Convertible Preferred Equity and New Common Stock Equity in a manner that would require registration of the Unsubscribed Shares and New Common Stock any such securities to be issued by Holdings New Intermediate Holding Company or Reorganized Invacare on the Effective Date under the Securities Act. No Debtor Company Party or any of its affiliates or any other Person acting on its or its behalf will solicit offers for, or offer or sell, any Direct Allocation Shares or Unsubscribed Shares by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D promulgated under the Securities Act or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act.

Appears in 1 contract

Samples: Backstop Commitment Agreement (Invacare Corp)

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