No Integration; No General Solicitation. Neither the Company nor any of 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 issuance or sale of the shares of New Common Stock (in the Rights Offering or the DIP Conversion) or the New Warrants in a manner that would require any of the shares of New Common Stock, New Warrants or any other securities of the Company or its Subsidiaries to be registered under the Securities Act. None of the Company or any of its affiliates or any other Person acting on its or their behalf will solicit offers for, or offer or sell, any shares of New Common Stock 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 3 contracts
Samples: Backstop Conversion Commitment Agreement (Global Geophysical Services Inc), Backstop Conversion Commitment Agreement (Global Geophysical Services Inc), Backstop Conversion Commitment Agreement
No Integration; No General Solicitation. Neither the Company nor any of 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 issuance or sale of the shares of New Common Stock Units (in the Rights Offering or the DIP Conversion) or the New Warrants in a manner that would require any of the shares of New Common StockUnits, New Warrants or any other securities of GGS Holdings, the Company or its Subsidiaries to be registered under the Securities Act. None of GGS Holdings, the Company or any of its their affiliates or any other Person acting on its or their behalf will solicit offers for, or offer or sell, any shares of New Common Stock Units 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 Conversion Commitment Agreement (Global Geophysical Services Inc)