No Resales. The Company will not, and will not permit any of its affiliates (as defined in Rule 144A under the Securities Act) to, resell any of the Notes that have been acquired by any of them, other than pursuant to an effective registration statement under the Securities Act or in accordance with Rule 144 under the Securities Act.
No Resales. The Issuers will not, and will not permit any of their subsidiaries to, and will use their commercially reasonable efforts to cause their other affiliates (as defined in Rule 144 under the Securities Act) not to, resell any of the Securities that have been reacquired by any of them.
No Resales. The Purchaser is acquiring its Warrant for investment solely for its own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof except in compliance with the provisions of Rule 144A under the Securities Act of 1933, as amended (the "Act"). The Purchaser agrees and acknowledges that it will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (referred to hereinafter as a "Transfer") its Warrant Shares unless (i) such Transfer is pursuant to an effective registration statement under the Act and complies with all applicable state securities laws, or (ii) counsel for the Purchaser (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, reasonably satisfactory in form and substance to the Company, to the effect that no such registration is required because of the availability of an exemption from registration under the Act and that the Transfer is exempt from all applicable state securities laws except that no such opinion shall be required (y) in connection with a Transfer by Purchaser to any affiliate of Purchaser or (z) in connection with a Transfer where the transferee simultaneously becomes a lender under the Loan Agreement and makes the representations and warranties contained in this Section 3. No Transfer of the Warrant or the Warrant Shares in violation of this Agreement shall be made or recorded on the books of the Company, and any such Transfer shall be void and of no effect.
No Resales. None of Escrow Issuer, RRI or Mirant, will, and will not permit any of their affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been acquired by any of them, except for Securities purchased by Escrow Issuer, RRI, Mirant or any of their respective affiliates and resold in a transaction registered under the Securities Act.
No Resales. During the period of two years after the Closing Date, the Company will not, and will not permit any of its "affiliates" (as defined in Rule 144 under the Act) to resell any of the Notes that constitute "restricted securities" under Rule 144 that have been reacquired by any of them. Xxxxxx Xxxxxxx & Co. Incorporated, may, in its discretion, waive in writing the performance by the Company or the Guarantors of any one or more of the foregoing covenants or extend the time for their performance.
No Resales. Until the earlier of the one year anniversary of the Closing Date and the completion of the exchange offer contemplated by the Company Registration Rights Agreement, the Company will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the New Notes that may have been acquired by any of them, except for sales of the New Notes purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act. Until the one year anniversary of the Closing Date, Tower will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Tower Warrants or Tower Warrant Shares that may have been acquired by any of them, except for sales of the Tower Warrants or Tower Warrant Shares purchased by Tower or any of its affiliates and resold in a transaction registered under the Securities Act.
No Resales. None of the Company, the Escrow Issuer, PSI and their respective subsidiaries will, nor will they permit any of their other affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been acquired by any of them, except for Securities purchased by the Company, the Escrow Issuer, PSI, their respective subsidiaries or any of their other affiliates and resold in a transaction registered under the Securities Act.
No Resales. The Issuer and the Guarantors will not, and will not permit any of their respective controlled affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been acquired by any of them, except for Securities purchased by the Issuer, the Guarantors or any of their respective affiliates and resold in a transaction registered under the Securities Act.
No Resales. Optionee hereby represents and warrants that Optionee is acquiring the Option and the Option Shares for investment solely for Optionee's own account and not with a view to, or for resale in connection with, the distribution or other disposition thereof. Optionee agrees and acknowledges that Optionee will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (hereinafter "Transfer") the Option or any of the Option Shares unless (i) such
No Resales. Until the issuance of the Exchange Securities, the Partnership Entities will not, and will not permit any of their respective affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that have been acquired by any of them, except for Securities purchased by the Partnership Entities or any of their respective affiliates and resold in a transaction registered under the Securities Act.
