No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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 Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 227 contracts
Samples: Purchase Agreement (Matthews International Corp), Purchase Agreement (Group 1 Automotive Inc), Purchase Agreement (Lyft, Inc.)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 99 contracts
Samples: Purchase Agreement (Group 1 Automotive Inc), Purchase Agreement (Lyft, Inc.), Purchase Agreement (Opko Health, Inc.)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities Notes in a manner that would require registration of the Securities Notes under the Securities Act.
Appears in 10 contracts
Samples: Note Purchase Agreement (WeWork Inc.), Master Senior Secured Notes Note Purchase Agreement (WeWork Inc.), Note Purchase Agreement (WeWork Inc.)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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 Securities Notes in a manner that would require registration of the Securities Notes under the Securities Act.
Appears in 10 contracts
Samples: Purchase Agreement (Sixth Street Lending Partners), Purchase Agreement (Sixth Street Lending Partners), Purchase Agreement (TPG Specialty Lending, Inc.)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) 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 Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 7 contracts
Samples: Purchase Agreement (Sba Communications Corp), Purchase Agreement (Sba Communications Corp), Purchase Agreement (Sba Communications Corp)
No Integration. Neither None of the Company nor or any of its affiliates (as defined in Rule 501(b) of Regulation D) 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 Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 6 contracts
Samples: Purchase Agreement (Microchip Technology Inc), Purchase Agreement (Microchip Technology Inc), Purchase Agreement (Microchip Technology Inc)
No Integration. Neither the Company nor any of its controlled affiliates (as defined in Rule 501(b) of Regulation D) 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 Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 6 contracts
Samples: Secured Revolving Credit Agreement (T-Mobile US, Inc.), Unsecured Revolving Credit Agreement (T-Mobile US, Inc.), Purchase Agreement (T-Mobile US, Inc.)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act, the rules and regulations thereunder or the interpretations thereof by the Commission.
Appears in 5 contracts
Samples: Purchase Agreement (ANTERO RESOURCES Corp), Purchase Agreement (ANTERO RESOURCES Corp), Purchase Agreement (ANTERO RESOURCES Corp)
No Integration. Neither the Company nor any of its affiliates “affiliates” (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 5 contracts
Samples: Purchase Agreement (Oasis Petroleum Inc.), Purchase Agreement (Oasis Petroleum Inc.), Purchase Agreement (Oasis Petroleum Inc.)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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), and has not taken any of the foregoing actions with respect to any security, that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 5 contracts
Samples: Purchase Agreement (Sanchez Energy Corp), Purchase Agreement (Sanchez Energy Corp), Purchase Agreement (Sanchez Energy Corp)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agentagent (other than the Initial Purchasers, sellas to which no representation is made), offer sold, offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 4 contracts
Samples: Purchase Agreement (Nortel Networks LTD), Purchase Agreement (Nortel Networks LTD), Purchase Agreement (Nortel Networks Corp)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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 Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 4 contracts
Samples: Purchase Agreement (Acetex Corp), Purchase Agreement (Advance Auto Parts Inc), Purchase Agreement (Land O Lakes Inc)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, will sell, offer for sale, sale or solicit offers to buy or otherwise negotiate in respect of, of any security (as defined in the Securities Act), that is or will ) which could be integrated with the sale of the Securities in a manner that which would require registration of the Securities under the Securities Act.
Appears in 4 contracts
Samples: Purchase Agreement (Northern Oil & Gas, Inc.), Purchase Agreement (Ion Geophysical Corp), Purchase Agreement (Penn Virginia Corp)
No Integration. Neither the Company Company, the Parent nor any of its their affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Purchased Securities in a manner that would require registration of the Purchased Securities under the Securities Act.
Appears in 4 contracts
Samples: Master Investment Agreement (Terrestar Corp), Purchase Agreement (Terrestar Corp), Master Investment Agreement (Terrestar Corp)
No Integration. Neither the Company Company, the Parent nor any of its their affiliates (as defined in Rule 501(b) of Regulation D) 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 Purchased Securities in a manner that would require registration of the Purchased Securities under the Securities Act.
Appears in 4 contracts
Samples: Master Investment Agreement (Terrestar Corp), Purchase Agreement (Terrestar Corp), Master Investment Agreement (Terrestar Corp)
No Integration. Neither None of the Company nor or any of its affiliates Subsidiaries (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 4 contracts
Samples: Purchase Agreement (Sanchez Energy Corp), Purchase Agreement (Sanchez Energy Corp), Purchase Agreement (Sanchez Energy Corp)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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 Securities as contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum in a manner that would require registration of the Securities under the Securities Act.
Appears in 4 contracts
Samples: Purchase Agreement (U.S. Concrete, Inc.), Purchase Agreement (Us Concrete Inc), Purchase Agreement (Us Concrete Inc)
No Integration. Neither None of the Company nor Company, any of its affiliates (as defined in Rule 501(b) of Regulation D) or any person acting on behalf of the Company or such affiliate will, directly or through any agentagent (other than the Initial Purchasers, as to which no covenant is given), sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, of any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 4 contracts
Samples: Purchase Agreement (Nortel Networks LTD), Purchase Agreement (Nortel Networks Corp), Purchase Agreement (Nortel Networks LTD)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities Subject Shares in a manner that would require registration of the Securities Subject Shares under the Securities Act.
Appears in 3 contracts
Samples: Securities Purchase Agreement (PDF Solutions Inc), Securities Purchase Agreement (Mercadolibre Inc), Securities Purchase Agreement (Mercadolibre Inc)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation DD of the Act) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 3 contracts
Samples: Underwriting Agreement (Revance Therapeutics, Inc.), Underwriting Agreement (Revance Therapeutics, Inc.), Underwriting Agreement (Revance Therapeutics, Inc.)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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 Securities Notes in a manner that would require registration of the Securities Notes under the Securities Act.
Appears in 3 contracts
Samples: Purchase Agreement (Dana Corp), Purchase Agreement (Dana Corp), Purchase Agreement (Dana Corp)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, solicit offers to buy or otherwise negotiate in respect of, any security “security” (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 3 contracts
Samples: Purchase Agreement (Northern Oil & Gas, Inc.), Purchase Agreement (Northern Oil & Gas, Inc.), Purchase Agreement (Northern Oil & Gas, Inc.)
No Integration. Neither None of the Company nor or any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 3 contracts
Samples: Purchase Agreement (Microchip Technology Inc), Purchase Agreement (Microchip Technology Inc), Purchase Agreement (Cincinnati Financial Corp)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities Notes in a manner that would require registration of the Securities Notes under the Securities Act.
Appears in 3 contracts
Samples: Purchase Agreement (Sixth Street Lending Partners), Purchase Agreement (Sixth Street Lending Partners), Purchase Agreement (TPG Specialty Lending, Inc.)
No Integration. Neither the Company Company, nor the Issuer nor any of its their respective affiliates (as defined in Rule 501(b) of Regulation D) 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 Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 3 contracts
Samples: Purchase Agreement (Cemex Sa De Cv), Purchase Agreement (Cemex Sa De Cv), Purchase Agreement (Cemex Sa De Cv)
No Integration. Neither None of the Company nor Company, the Parent or any of its their affiliates (as defined in Rule 501(b) of Regulation D) 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 Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 2 contracts
Samples: Purchase Agreement (Superior Energy Services Inc), Purchase Agreement (Superior Energy Services Inc)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D of the Securities Act (“Regulation D”)) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities New Notes in a manner that would require registration of the Securities New Notes under the Securities Act.
Appears in 2 contracts
Samples: Rescission Agreement (Allied Security Innovations, Inc.), Recapitalization Agreement (Ep Global Communications Inc)
No Integration. Neither None of the Company nor Company, or any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 2 contracts
Samples: Purchase Agreement (Science Applications International Corp), Purchase Agreement (Science Applications International Corp)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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 Purchased Securities in a manner that would require registration of the Purchased Securities under the Securities Act.
Appears in 2 contracts
Samples: Spectrum Contribution Agreement (Terrestar Corp), Spectrum Contribution Agreement (Harbinger Capital Partners Master Fund I, Ltd.)
No Integration. Neither the Company nor any of its controlled affiliates (as defined in Rule 501(b) of Regulation D) 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 Securities Notes in a manner that would require registration of the Securities Notes under the Securities Act.
Appears in 2 contracts
Samples: Purchase Agreement (T-Mobile US, Inc.), Purchase Agreement (T-Mobile US, Inc.)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agentagent (other than the Initial Purchasers or any person acting on their behalf, as to which no representation is made), 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 Securities Notes in a manner that would require registration of the Securities Notes under the Securities Act.
Appears in 2 contracts
Samples: Purchase Agreement (EQT Corp), Purchase Agreement (EQT Corp)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Offered Securities in a manner that would require registration of the Offered Securities under the Securities Act.
Appears in 2 contracts
Samples: Purchase Agreement (Chemours Co), Purchase Agreement (Lone Pine Resources Inc.)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation DD 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 Securities New Common Stock, the Rights Offering Shares, the Rights Offering and this Agreement in a manner that would require registration of the Securities New Common Stock to be issued by the Company on the Effective Date under the Securities Act.
Appears in 2 contracts
Samples: Backstop Commitment Agreement (Legacy Reserves Inc.), Backstop Commitment Agreement (Legacy Reserves Inc.)
No Integration. Neither the Company Company, the Parent nor any of its their affiliates (as defined in Rule 501(b) of Regulation D) or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) 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 Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 2 contracts
Samples: Purchase Agreement (Sba Communications Corp), Purchase Agreement (Sba Communications Corp)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agentagent (other than the Initial Purchasers, sellas to which no representation is made), offer sold, offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities Notes in a manner that would require registration of the Securities Notes under the Securities Act.
Appears in 2 contracts
Samples: Purchase Agreement (EQT Corp), Purchase Agreement (EQT Corp)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the New Securities in a manner that would require registration of the New Securities under the Securities Act.
Appears in 2 contracts
Samples: Exchange Agreement (Northern Oil & Gas, Inc.), Exchange Agreement (TRT Holdings Inc)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willAffiliate has sold, directly offered for sale or through any agent, sell, offer for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, of any security (as defined in the Securities Act), that is ) or will do any of the foregoing which could be integrated with the sale of the Securities in a manner that would require registration any of the Securities under Rule 502(a) of Regulation D under the Securities ActAct in a manner which would require the registration under the Securities Act of such Securities.
Appears in 2 contracts
Samples: Purchase Agreement (Alkermes Inc), Purchase Agreement (E Trade Group Inc)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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 Amendment or the Amended Note Securities in a manner that would require registration of the Amended Note Securities under the Securities ActAct or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of the Principal Market.
Appears in 2 contracts
Samples: Senior Secured Convertible Note Amendment Agreement (Enerpulse Technologies, Inc.), Convertible Note Amendment Agreement (Verenium Corp)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act (“Regulation D”)) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 2 contracts
Samples: Purchase Agreement (Owl Rock Capital Corp II), Purchase Agreement (Cinedigm Corp.)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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 Offered Securities in a manner that would require registration of the Offered Securities under the Securities Act.
Appears in 2 contracts
Samples: Purchase Agreement (Chemours Co), Purchase Agreement (Gulfport Energy Corp)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) or any person acting on their behalf has, directly or indirectly, solicited any offer to buy or offered to sell, or will, directly or through any agent, sell, offer for saleindirectly, solicit offers any offer to buy or otherwise negotiate in respect ofoffer to sell, any security (as defined in the Securities Act), that is or will would be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 2 contracts
Samples: Purchase Agreement (Navistar International Corp), Purchase Agreement (Navistar International Corp)
No Integration. Neither the Company Holdings nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 2 contracts
Samples: Purchase Agreement (GoDaddy Inc.), Purchase Agreement (GoDaddy Inc.)
No Integration. Neither the Company Company, the Subsidiary Guarantors nor any of its their respective affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Bright Scholar Education Holdings LTD)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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 Second Amendment or the Securities Second Amended Note in a manner that would require registration of the Securities Second Amended Note under the Securities ActAct or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of the Principal Market.
Appears in 1 contract
Samples: Senior Subordinated Secured Convertible Note Amendment Agreement (Enerpulse Technologies, Inc.)
No Integration. Neither the Company Company, the Subsidiary Guarantors nor any of its their respective affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agent, sell, offer for sale, sale or solicit offers to buy or otherwise negotiate in respect of, of any security (as defined in the Securities Act), ) that is or will be integrated with the sale of the Securities in a manner that would require the registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Bright Scholar Education Holdings LTD)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), including the Private Securities, that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Gogo Inc.)
No Integration. Neither None of the Company nor or any of its affiliates (as defined in Rule 501(b) of Regulation D) will, directly or through any agentagent (other than the Initial Purchasers, as to which no covenant is given), 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 Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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), including the Private Securities, that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Gogo Inc.)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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)) in a transaction, that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
No Integration. Neither the Company nor or any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Offered Securities in a manner that would require registration of the Offered Securities under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Travelport LTD)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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 Designated Securities in a manner that would require registration of the Designated Securities under the Securities Act.
Appears in 1 contract
Samples: Debt Securities Purchase Agreement (Baxter International Inc)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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 Amendment or the Securities Amended Note in a manner that would require registration of the Securities Amended Note under the Securities ActAct or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of the Principal Market.
Appears in 1 contract
Samples: Senior Subordinated Secured Convertible Note Amendment Agreement (Enerpulse Technologies, Inc.)
No Integration. Neither the Company Company, nor its subsidiaries nor any of its their affiliates (as defined in Rule 501(b501 (b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Acetex Corp)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities as contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Us Concrete Inc)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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 Securities or the Underlying Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
No Integration. Neither the Company Company, nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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 Securities New Notes in a manner that would require registration of the Securities New Notes under the Securities Act.
Appears in 1 contract
Samples: Recapitalization Agreement (Ep Global Communications Inc)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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 Securities or the Underlying Common Stock in a manner that would require registration of the Securities or the Underlying Common Stock under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Hornbeck Offshore Services Inc /La)
No Integration. Neither the The Company nor any will not, and will use its reasonable best efforts to cause each of its affiliates (as defined in Rule 501(b) of Regulation D) willnot to, 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 Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
No Integration. Neither the Company Company, nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
No Integration. Neither the Company Company, nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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 reinstatement of the Securities New Notes in a manner that would require registration of the Securities New Notes under the Securities Act.
Appears in 1 contract
Samples: Rescission Agreement (Allied Security Innovations, Inc.)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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 Securities Shares in a manner that would require registration of the Securities Shares or the Underlying Shares under the Securities Act.
Appears in 1 contract
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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 Securities in a manner that would require registration of the Securities under the Securities Act.
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No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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 Securities in a manner that would require registration of the Securities under the Securities Act., or in a transaction outside of the United States in accordance with Regulation S.
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No Integration. Neither The Company will not and the Company nor any of will use its reasonable best efforts to cause its affiliates (as defined in Rule 501(b) of Regulation D) willnot to, 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 Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Dominos Inc)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities Preferred Stock in a manner that would require registration of the Securities Preferred Stock under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Nisource Inc/De)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.. (gg)
Appears in 1 contract
Samples: Purchase Agreement (Cornell Corrections of Rhode Island, Inc.)
No Integration. Neither None of the Company nor or any of its their affiliates (as defined in Rule 501(b) of Regulation D) 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 Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Deluxe Corp)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities or the Existing 2029 Securities in a manner that would require registration of the Securities or the Existing 2029 Securities under the Securities Act.
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No Integration. Neither the Company Company, the Parent nor any of its their affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
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No Integration. Neither the Company it nor any of its affiliates (as defined in Rule 501(b) under the Securities Act), nor any person acting on behalf of Regulation D) willany of them has, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that ) which is or will be integrated with the sale of the any Securities in a manner that which would require the registration of the Securities under the Securities ActAct of such Securities.
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Samples: Underwriting Agreement
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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 Offered Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Travelport LTD)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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 Securities Preferred Stock in a manner that would require registration of the Securities Preferred Stock under the Securities Act.
Appears in 1 contract
Samples: Purchase Agreement (Nisource Inc/De)
No Integration. Neither None of the Company nor Company, any of its affiliates (as defined in Rule 501(b) of Regulation D) or any person acting on behalf of the Company or such affiliate 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 Securities in a manner that would require registration of the Securities under the Securities Act.the
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No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D, but not including Xxxxxxxxx & Company, Inc., as to which no covenant is made) 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 Securities in a manner that would require registration of the Securities under the Securities Act.
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No Integration. Neither the Company nor any of its the Company’s affiliates (as defined in Rule 501(b) of Regulation D of the Securities Act (“Regulation D”) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
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No Integration. Neither the Company nor Funding nor any of its their affiliates (as defined in Rule 501(b) of Regulation D) 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 Securities in a manner that would require registration of the Securities under the Securities Act.
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No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D, but excluding Xxxxxxxxx & Company, Inc., as to which no representation is made) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
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No Integration. Neither the Company nor any of its affiliates Affiliates (as defined in Rule 501(b) of Regulation D) willhas, directly or through any agent, sellsold, offer offered for sale, solicit solicited offers to buy or otherwise negotiate negotiated in respect of, any security (as defined in the Securities Act), that is or will be integrated with the sale of the Securities Subject Shares in a manner that would require registration of the Securities Subject Shares under the Securities Act.
Appears in 1 contract
Samples: Securities Purchase Agreement (Softbank Group Corp)
No Integration. Neither the Company nor any of its affiliates (as defined in Rule 501(b) of Regulation D) 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), in a transaction that is or will be integrated with the sale of the Securities in a manner that would require registration of the Securities under the Securities Act.
Appears in 1 contract
