No Similar Offerings Sample Clauses

No Similar Offerings. Not to, directly or indirectly, without the prior consent of the Initial Purchasers, offer, sell, contract to sell, grant any option to purchase or otherwise dispose of (or announce any offer or sale of, contract to sell, grant of any option to purchase or other disposition of) any debt securities of any of the Company Entities substantially similar to the Notes or the Guarantees for a period of six months after the date of the Offering Circular, except as contemplated by the Registration Rights Agreement; provided, that the foregoing will not apply to (i) the Notes or the Guarantees or (ii) borrowings (not constituting the issuance of securities) from financial institutions to the extent not prohibited by the Indenture.
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No Similar Offerings. During the period beginning from the date hereof and continuing to and including the Time of Delivery or such earlier time as the Representatives may notify the Company, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, except as provided hereunder and except for any additional offerings of the same series of subordinated debt securities as the Securities that are issued at a price equal to the public offering price as set forth on the cover of the Prospectus, any securities of the Company that are substantially similar to the Securities.
Sample 1Sample 2
No Similar Offerings. Except as described in the Offering Circular, during the period beginning on the date hereof and continuing to and including the Closing Date, not to, directly or indirectly, without the prior consent of the Initial Purchaser, offer, sell, contract to sell, grant any option to purchase or otherwise dispose of (or announce any offer or sale of, contract to sell, grant of any option to purchase or other disposition of) any debt securities of any of the Issuers or Subsidiary Guarantors substantially similar to the Notes and the Guarantees; provided, that the foregoing will not apply to (i) the Notes and the Guarantees, (ii) borrowings from financial institutions, (iii) the Senior Secured Notes and any guarantees thereunder and (iv) the Discount Notes, in the case of each of clauses (i) through (iv) of this Section 5(o), only to the extent not prohibited by the Indenture.
Sample 1
No Similar Offerings. During the period beginning on the date hereof and continuing to and including the Closing Date, not to, directly or indirectly, without the prior consent of the Initial Purchaser, offer, sell, contract to sell, grant any option to purchase or otherwise dispose of (or announce any offer or sale of, contract to sell, grant of any option to purchase or other disposition of) any debt securities of any of the Majestic Entities substantially similar to the Notes and the Guarantees; provided, that the foregoing will not apply to (i) the Notes and the Guarantees, (ii) borrowings from financial institutions or (iii) the issuance of debt securities to the seller of assets or businesses acquired by the Company as part of the purchase price therefor, in the case of each of clauses (i), (ii) and (iii) of this Section 5(p), only to the extent not prohibited by the Indenture.
Sample 1
No Similar Offerings. During the period beginning from the date hereof and continuing to and including the Time of Delivery or such earlier time as the Underwriter may notify the Company, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, except as provided hereunder, any securities of the Company that are substantially similar to the Securities.
Sample 1
No Similar Offerings. Except for the offer and sale from time to time of senior medium-term notes of the Company offered by the prospectus, dated April 4, 2011, as supplemented by the prospectus supplement, dated March 18, 2013, during the period beginning from the date hereof and continuing to and including the Time of Delivery or such earlier time as the Representatives may notify the Company, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, except as provided hereunder and except for any additional offerings of the same series of senior debt securities as the Securities that are issued at a price equal to the public offering price as set forth on the cover of the Prospectus, any securities of the Company that are substantially similar to the Securities.
Sample 1
No Similar Offerings. During the period beginning from the date hereof and continuing to and including the Time of Delivery or such earlier time as the Underwriter may notify the Company, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, except as provided hereunder and except up to $12,000,000 in aggregate principal amount of medium-term debt securities issued in an auction conducted through Zions Direct, Inc. by the Company, any securities of the Company that are substantially similar to the Securities.
Sample 1
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No Similar Offerings. During the period beginning on the date hereof and continuing to and including the Closing Date, not to, directly or indirectly, without the prior consent of the Initial Purchasers, offer, sell, contract to sell, grant any option to purchase or otherwise dispose of (or announce any offer or sale of, contract to sell, grant of any option to purchase or other disposition of) any debt securities of any of the Issuers or Guarantors substantially similar to the Notes and the Guarantees; provided, that the foregoing will not apply to (i) the Notes and the Guarantees or (ii) borrowings from financial institutions, in the case of each of clauses (i) and (ii) of this Section 5(p), only to the extent not prohibited by the Indenture.
Sample 1

Related to No Similar Offerings

  • Similar Offerings The Company has not, 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 1933 Act.

  • Other Offerings The Company has not sold, issued or distributed any Securities during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or Regulation S of, the Act, other than Securities issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

  • Offerings Subject in part to the truth and accuracy of the Investors’ representations and warranties set forth in this Agreement, the offer, sale and issuance of the Notes, Warrants and Conversion Shares (together, the “Securities”) as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and any applicable state securities laws, and neither the Issuer nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

  • Exempted Offerings Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation Event (as defined in the Restated Certificate).

  • Valid Offering Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the offer, sale and issuance of the Securities will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

  • Regulation D Offering Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption to “accredited investors” within the meaning of Section 501(a) of Regulation D under the Securities Act or similar exemptions under state law.

  • No Integration of Offerings or General Solicitation None of the 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, 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 Securities in a manner that would require the Securities to be registered under the Securities Act. None of the 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) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S, (i) none of the Company, its Affiliates or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (ii) each of the Company and its Affiliates and any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company makes no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S.

  • No Public Offering No "offer of securities to the public," within the meaning of Spanish law, has taken place or will take place in the Spanish territory in connection with the Restricted Stock Units. The Plan, the Agreement (including this Addendum) and any other documents evidencing the grant of the Restricted Stock Units have not, nor will they be registered with the Comisión Nacional del Xxxxxxx de Valores (the Spanish securities regulator) and none of those documents constitute a public offering prospectus. SWITZERLAND

  • Exempt Offering Assuming the accuracy of the Purchasers’ representations and warranties set forth in this Agreement, no registration under the Securities Act is required for the offer and sale of the Subordinated Notes by the Company to the Purchasers.

  • No Integrated Offerings The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the Securities Act or cause this offering of the Securities to be integrated with any other offering of securities by the Company for purposes of any stockholder approval provision applicable to the Company or its securities.

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