No Offer and Sale Within Six Months Sample Clauses

No Offer and Sale Within Six Months. During the six-month period preceding the earlier of the date of this Agreement and the Closing Date, none of the Obligors or any of their respective affiliates has sold or issued any security of the same or similar class or series as any of the Notes that would be required to be integrated with the Notes in a manner that would require registration under the Securities Act, including any sales pursuant to Rule 144A, Regulation D or Regulation S. None of the Obligors or any of their respective affiliates will make any offer or sale of any securities that would be required to be integrated with the Notes in a manner that would require registration under the Securities Act, for a period of six months after the date of this Agreement, except for the offering of Notes as contemplated by this Agreement. As used in this paragraph, the terms “offer” and “sale” have the meanings specified in Section 2(a)(3) of the Securities Act.
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No Offer and Sale Within Six Months. The Company has not sold or issued any security of the same or similar class or series as any of the Securities or any security convertible into any of the Securities during the six-month period preceding the earlier of the date of this Agreement and the Closing Date, including any sales pursuant to Rule 144A or Regulation D (other than shares issued pursuant to employee or director benefit plans, qualified stock options plans, for other employee or director compensation purposes, or pursuant to outstanding options, rights or warrants), and has no intention of making, and will not make, an offer or sale of such securities, for a period of six months after the date of this Agreement, except for the offering of Securities as contemplated by this Agreement and the Resale Registration Rights Agreement. As used in this paragraph, the terms “offer” and “sale” have the meanings specified in Section 2(a)(3) of the Securities Act.
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No Offer and Sale Within Six Months. None of the Company nor any of its respective affiliates have sold or issued any security of the same or similar class or series as the Securities that would be required to be integrated with the offering of the Securities in a manner that would require registration under the Securities Act during the six-month period preceding the earlier of the date of this Agreement and the Closing Date, including any sales pursuant to Rule 144A, Regulation D or Regulation S other than the Existing Notes, of which the Notes will form part of the same series in accordance with the Indenture. As used in this paragraph, the terms “offer” and “sale” have the meanings specified in Section 2(a)(3) of the Securities Act.
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No Offer and Sale Within Six Months. The Company has not sold or issued any security of the same or similar class or series as any of the Securities or any security convertible into, or exercisable for, shares of Common Stock during the six-month period preceding the date of the Securities Purchase Agreement, including any sales pursuant to Rule 144A under the Securities Act, Section 4(a)(2) or Regulation D (other than shares issued pursuant to employee benefit plans, qualified stock options plans or other employee or director compensation plans or pursuant to outstanding options, rights, warrants or other convertible securities), and has no intention of making, an offer or sale of such securities, for a period of six months after the date of the Securities Purchase Agreement, except for (i) the offering of Securities as contemplated by the Transaction Documents and (ii) any offer or sale of securities that would not be integrated with the sale of any of the Securities in a manner that would require the registration under the Securities Act of the sale by the Company of the Securities, provided that any such offering and sale of securities (other than shares issued pursuant to employee benefit plans, qualified stock options plans or other employee or director compensation plans or pursuant to outstanding options, rights, warrants or other convertible securities) made within six months of the date hereof shall be accompanied by an opinion addressed to or that may be relied upon by the Placement Agent, and provided further, that in no event shall the Company offer or sell any securities prior to the expiration of the Lock-up Period set forth in Section 4.12(a) of the Securities Purchase Agreement, except as otherwise permitted by Section 4.12 of the Securities Purchase Agreement. As used in this paragraph, the terms “offer” and “sale” have the meanings specified in Section 2(a)(3) of the Securities Act.
Sample 1
No Offer and Sale Within Six Months. Neither the Issuers nor any of their affiliates have sold or issued any security of the same or similar class or series as the New Securities (other than in connection with the Recapitalization) that would be required to be integrated with the issuance of the New Securities in a manner that would require registration under the Securities Act of 1933, as amended (the “Securities Act”) during the six-month period preceding the earlier of the date of this Agreement and the Closing Date, including any sales pursuant to Rule 144A, Regulation D or Regulation S, in each case, under the Securities Act. As used in this paragraph, the terms “offer” and “sale” have the meanings specified in Section 2(a)(3) of the Securities Act.
Sample 1
No Offer and Sale Within Six Months. None of the Company Parties nor any of their respective Affiliates have sold or issued any security of the same or similar class or series as any of the Securities that would be required to be integrated with any of the Securities in a manner that would require registration under the Securities Act during the six-month period preceding the earlier of the date of this Agreement and the Closing Date, including any sales pursuant to Rule 144A, Regulation D or Regulation S. None of Parent, Intermediate Holdco, the Company nor any of its Affiliates have any intention of making, and will not make, an offer or sale of any securities that would be required to be integrated with the Securities in a manner that would require registration under the Securities Act, for a period of six months after the date of this Agreement, except for the offering of Securities as contemplated by this Agreement and the Registration Rights Agreement. As used in this paragraph, the terms “offer” and “sale” have the meanings specified in Section 2(a)(3) of the Securities Act.
Sample 1
No Offer and Sale Within Six Months. None of the Company Parties nor any of their respective Affiliates have sold or issued any security of the same or similar class or series as any of the Notes that would be required to be integrated with the Notes in a manner that would require registration under the Securities Act during the six-month period preceding the earlier of the date of this Agreement and the Closing Date, including any sales pursuant to Rule 144A, Regulation D or Regulation S. None of Parent, the Company nor any of its Affiliates have any intention of making, and will not make, an offer or sale of any securities that would be required to be integrated with the Notes in a manner that would require registration under the Securities Act, for a period of six months after the date of this Agreement, except for the offering of Notes as contemplated by this Agreement, the Registration Rights Agreement and the Regulation S Offering. As used in this paragraph, the terms “offer” and “sale” have the meanings specified in Section 2(a)(3) of the Securities Act. The Company acknowledges that the Placement Agents and, for purposes of the opinion to be delivered pursuant to Section 6 hereof, counsel to the Company, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Sample 1
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No Offer and Sale Within Six Months. Except as disclosed in the 1934 Act Reports, the Company has not sold or issued any security of the same or similar class or series as any of the Shares or any security convertible into any of the Shares during the six-month period preceding the earlier of the date of this Agreement and the Closing Date, including any sales pursuant to Regulation D (other than shares issued pursuant to employee benefit plans, qualified stock options plans or other employee compensation plans or pursuant to outstanding options, rights or warrants), and has no intention of making, and will not make, an offer or sale of such securities, for a period of six months after the date of this Agreement, except for the offering of Shares as contemplated by this Agreement and the Registration Rights Agreement and as otherwise would be permitted by the Securities Act and the rules and regulations promulgated thereunder provided that such offering is conducted in a manner that will not impact the exemptions from registration relied up in this Placement. As used in this paragraph, the terms “offer” and “sale” have the meanings specified in Section 2(a)(3) of the Securities Act.
Sample 1

Related to No Offer and Sale Within Six Months

  • Offer and Sale to the Public The Offering of Securities is made subject to the conditions referred to the prospectus or offering circular relating to the Offering and to the terms and conditions set forth in this Agreement. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance to dealers. The offering price, selling concession and reallowance (if any) to dealers at any time in effect with respect to an Offering are hereinafter referred to, respectively, as the "Public Offering Price", the "Concession" and the "Reallowance". With respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 4 hereof, you agree to offer Securities to the public only at the Public Offering Price, except that if a Reallowance is in effect, a Reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to dealers who are actually engaged in the investment banking or securities business who are either members in good standing of the NASD who agree to abide by the applicable rules of the NASD (see Section 3(e) below) or foreign banks, dealers or institutions not eligible for membership in the NASD who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, dealers and institutions set forth in Section 3(e) hereof.

  • Method of Offer and Sale The Shares may be offered and sold (A) in privately negotiated transactions with the consent of the Company; (B) as block transactions; or (C) by any other method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Principal Market or sales made into any other existing trading market of the Common Shares. Nothing in this Agreement shall be deemed to require either party to agree to the method of offer and sale specified in the preceding sentence, and (except as specified in clauses (A) and (B) above) the method of placement of any Shares by the Agent shall be at the Agent’s discretion.

  • Offer and Sale Procedures Each of the Initial Purchasers and the Company hereby establish and agree to observe the following procedures in connection with the offer and sale of the Securities:

  • Qualification of Securities for Offer and Sale The Company will use its best efforts, in cooperation with the Initial Purchasers, to qualify the offered Securities for offering and sale under the applicable securities laws of such states and other jurisdictions as the Initial Purchasers may designate and to maintain such qualifications in effect as long as required for the sale of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.

  • Merger and Sale of Assets If at any time there shall be a capital reorganization of the shares of the Company's stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation when the Company is not the surviving corporation, or the sale of all or substantially all of the Company's properties and assets to any other person (hereinafter referred to as a "Merger Event"), then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of the Warrant, the number of shares of preferred stock or other securities of the successor corporation resulting from such Merger Event, equivalent in value to that which would have been issuable if Warrantholder had exercised this Warrant immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Preferred Stock purchasable) shall be applicable to the greatest extent possible.

  • Purchase and Sale of Assets On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

  • Offering and Sale of Notes Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures.

  • Purchase and Sale of Property Subject to and in accordance with the ----------------------------- terms and provisions of this Agreement, Seller hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Seller, the Property, which term "Property" shall mean and include the following:

  • OFFERING AND SALE OF THE SHARES Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Soliciting Dealers (as defined in Section 3(a)) to solicit subscriptions for the Shares at the subscription price to be paid in cash. The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Shares in such quantities and to such Persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. The Dealer Manager shall do so during the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1) the later of (x) two years after the initial Effective Date of the Registration Statement and (y) at the Company’s election, the date until which the Company is permitted to extend the Offering in accordance with the rules of the Commission; (2) the acceptance by the Company of subscriptions for 151,315,789 Shares; (3) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Shares or any similar securities prior to the 181st date following the initial Effective Date; (4) the termination of the effectiveness of the Registration Statement, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Shares or any similar securities prior to the 181st day following the initial Effective Date; and (5) the liquidation or dissolution of the Company (such period being the “Offering Period”). The number of Shares, if any, to be reserved for sale by each Soliciting Dealer may be determined, from time to time, by the Dealer Manager upon prior consultation with the Company. In the absence of such determination, the Company shall, subject to the provisions of Section 3(b), accept Subscription Agreements (as defined in Section 6(d))based upon a first-come, first accepted reservation or other similar method. Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Shares for its own account and, in soliciting purchases of Shares, the Dealer Manager shall act solely as the Company’s agent and not as an underwriter or principal.

  • The Offer and Merger ..1 Section 1.1 The Offer....................................................1 Section 1.2 Company Actions..............................................3 Section 1.3 Directors....................................................4 Section 1.4 The Merger...................................................5 Section 1.5 Effective Time...............................................5 Section 1.6 Closing......................................................6 Section 1.7 Directors and Officers of the Surviving Corporation..........6 Section 1.8

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