Common use of No Integration of Offerings or General Solicitation Clause in Contracts

No Integration of Offerings or General Solicitation. Neither the Company nor its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Notes in a manner that would require the Notes to be registered under the Securities Act. Neither the Company nor its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom no representation or warranty is made) has engaged or will engage, in connection with the offering of the Notes, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Notes sold in reliance upon Regulation S, (i) neither the Company, its respective Affiliates nor any person acting on its or their behalf (other than the Initial Purchasers, as to whom no representation or warranty is made) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Affiliates and any person acting on its or its behalf (other than the Initial Purchasers, as to whom no representation or warranty is made) has complied and will comply with the offering restrictions set forth in Regulation S.

Appears in 1 contract

Samples: Purchase Agreement (Burlington Coat Factory Investments Holdings, Inc.)

AutoNDA by SimpleDocs

No Integration of Offerings or General Solicitation. Neither the Company nor its the Guarantor has, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantor, their respective affiliates (as such term is defined in Rule 501 under the Securities Act) Act (each, an "Affiliate"), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Notes in a manner that would require the Notes to be registered under the Securities Act. Neither the Company nor its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom no representation or warranty is made) has engaged or will engage, in connection with the offering of the NotesSecurities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Notes Securities sold in reliance upon Regulation S, (i) neither none of the Company, its the Guarantor, their respective Affiliates nor or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty is madewarranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Company, the Guarantor and its their respective Affiliates and any person acting on its or its their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty is madewarranty) has complied and will comply with the offering restrictions set forth in Regulation S.

Appears in 1 contract

Samples: Purchase Agreement (Ames True Temper, Inc.)

No Integration of Offerings or General Solicitation. Neither None of the Company nor Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”)Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Notes Securities in a manner that would require the Notes Securities to be registered under the Securities Act. Neither None of the Company nor Company, its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty is madewarranty) has engaged or will engage, in connection with the offering of the NotesSecurities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Notes Securities sold in reliance upon Regulation S, (i) neither none of the Company, its respective Affiliates nor or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty is madewarranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Affiliates and any person acting on its or its their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty is madewarranty) has complied and will comply with the offering restrictions set forth in Regulation S.

Appears in 1 contract

Samples: Purchase Agreement (Tempur Pedic International Inc)

No Integration of Offerings or General Solicitation. Neither None of the Company nor Company, its affiliates (as such term is defined in Rule 501 under the Securities Act) (each, an “Affiliate”), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Notes Securities in a manner that would require the Notes Securities to be registered under the Securities Act. Neither None of the Company nor Company, its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom no representation or warranty is made) has engaged or will engage, in connection with the offering of the NotesSecurities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Notes Securities sold in reliance upon Regulation S, (i) neither none of the Company, its their respective Affiliates nor or any person acting on its or their behalf (other than the Initial Purchasers, as to whom no representation or warranty is made) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its respective Affiliates and any person acting on its or its their behalf (other than the Initial Purchasers, as to whom no representation or warranty is made) has complied and will comply with the offering restrictions set forth in Regulation S.

Appears in 1 contract

Samples: Purchase Agreement (Burlington Coat Factory Investments Holdings, Inc.)

AutoNDA by SimpleDocs

No Integration of Offerings or General Solicitation. Neither the Company nor its affiliates (the Guarantor has, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantor, their respective affiliates, as such term is defined in Rule 501 under the Securities Act) Act (each, an "Affiliate"), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has, directly or indirectly, solicited any offer to buy or offered to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Notes in a manner that would require the Notes to be registered under the Securities Act. Neither the Company nor its Affiliates, or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom no representation or warranty is made) has engaged or will engage, in connection with the offering of the NotesSecurities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Notes Securities sold in reliance upon Regulation S, (i) neither none of the Company, its the Guarantor, their respective Affiliates nor or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty is madewarranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company Company, the Guarantor and its their respective Affiliates and any person acting on its or its their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty is madewarranty) has complied and will comply with the offering restrictions set forth in Regulation S.

Appears in 1 contract

Samples: Purchase Agreement (Ames True Temper, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!