No Registration; Compliance with Securities Laws. No Proceeding shall be pending or threatened by any Governmental Body or other Person that alleges that any of the Specified Issuances is not exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act.
Appears in 3 contracts
Samples: Backstop Purchase Agreement (Hi-Crush Inc.), Backstop Purchase Agreement (Ultra Petroleum Corp), Note Purchase Agreement
No Registration; Compliance with Securities Laws. No Proceeding shall be pending or threatened by any Governmental Body or other Person that alleges that any of the Specified Issuances is not exempt from the registration and prospectus delivery requirements of Section 5 of the Securities ActAct or any applicable securities or “Blue Sky” laws of any state of the United States.
Appears in 2 contracts
Samples: Backstop Purchase Agreement (Chaparral Energy, Inc.), Restructuring Support Agreement (Chaparral Energy, Inc.)
No Registration; Compliance with Securities Laws. No Proceeding shall be pending or threatened by any Governmental Body or other Person that alleges that (i) any of the Specified Issuances is not exempt from the registration requirements of Section 5 of the Securities Act or (ii) the offer and prospectus delivery sale of shares in the Ascent Share Distribution does not comply with the registration requirements of Section 5 of the Securities Act; provided that clause (ii) shall not apply if the Non-Ascent Restructuring Toggle has occurred.
Appears in 1 contract
Samples: Put Option Agreement (Monitronics International Inc)
No Registration; Compliance with Securities Laws. No Proceeding shall be pending or threatened by any Governmental Body or other Person that alleges that (i) any of the Specified Issuances is not exempt from the registration requirements of Section 5 of the Securities Act or (ii) the offer and prospectus delivery sale of shares in the Ascent Share Distribution does not comply with the registration requirements of Section 5 of the Securities Act.; provided that clause
Appears in 1 contract
Samples: Put Option Agreement
No Registration; Compliance with Securities Laws. No Proceeding shall be pending or threatened by any Governmental Body or other Person that alleges that any the issuance of the Specified Issuances is Backstop Shares and Commitment Fee Shares are not exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act.
Appears in 1 contract
Samples: Backstop Stock Purchase Agreement (Harry & David Holdings, Inc.)
No Registration; Compliance with Securities Laws. No Proceeding shall be pending or threatened by any Governmental Body or other Person Authority that alleges that any the issuance of the Specified Issuances is Offered Shares issued pursuant to the Rights Offering are not exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act.
Appears in 1 contract
No Registration; Compliance with Securities Laws. No Proceeding shall be pending or threatened by any Governmental Body or other Person Authority that alleges that any the issuance of the Specified Issuances is Offered Share issued pursuant to the Rights Offering are not exempt from the registration and prospectus delivery requirements of Section 5 of the Securities Act.
Appears in 1 contract
