Offering of the Notes. Neither the Company nor any agent acting on its behalf has, directly or indirectly, offered the Notes or any similar security of the Company for sale to, or solicited any offers to buy the Notes or any similar security of the Company from, or otherwise approached or negotiated with respect thereto with, any Person or Persons other than Prudential and the Purchasers, and neither the Company nor any agent acting on its behalf has taken or will take any action which would subject the issuance or sale of the Notes to the provisions of Section 5 of the Securities Act or to the provisions of any securities or blue sky law of any applicable jurisdiction.
Offering of the Notes. Assuming the accuracy of the representations and warranties of the Purchaser set forth in Article III hereof, neither the Company nor any person acting on the Company's behalf has taken or will take any action (including, but not limited to, any offer, issuance or sale of any securities of the Company under circumstances which might require the integration of such transactions with the sale of the Notes under the Securities Act or the rules and regulations of the SEC thereunder) which would subject the offering, issuance or sale of the Notes to the Purchaser pursuant to this Agreement to the registration provisions of the Securities Act.
Offering of the Notes the GS Shares, the Series A Preferred Stock and the Warrants.
(a) It is not necessary in connection with the offer, sale and delivery of the Notes, the GS Shares, the Series A Preferred Stock or the Warrants to the Investors to register the Notes, the GS Shares, the Series A Preferred Stock or the Warrants under the Securities Act. Until such time as the exchange notes are issued pursuant to the Exchange and Registration Rights Agreement or the Notes or exchange notes are otherwise registered pursuant to an effective registration statement under the Securities Act, it is not necessary to qualify an indenture relating to the Notes or exchange notes under the TIA.
(b) The Company has not, directly or indirectly, offered, sold or solicited any offer to buy and will not, directly or indirectly, offer, sell or solicit any offer to buy, any security of a type or in a manner which would be integrated with the sale of the Notes, the GS Shares, the Series A Preferred Stock or the Warrants and require any of the Notes, the GS Shares, the Series A Preferred Stock or the Warrants to be registered under the Securities Act. None of the Company, its Affiliates or any person acting on its or any of their behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) in connection with the offering of the Notes, the GS Shares, the Preferred Stock or the Warrants. With respect to any Notes, GS Shares, Series A Preferred Stock or Warrants, if any, sold in reliance upon the exemption afforded by Regulation S: (i) none of the Company, its Affiliates or any person acting on its or their behalf 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 has complied and will comply with the offering restrictions set forth in Regulation S.
(c) The Notes are eligible for resale pursuant to Rule 144A and will not, as of the date hereof, be of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted on a U.S. automated interdealer quotation system.
(n) Section 3.22 is hereby amended and restated in its entirety as follows:
Offering of the Notes. The Representatives hereby advise the Company that the Initial Purchasers intend to offer for sale, as described in the Pricing Disclosure Package and the Offering Memorandum, their respective portions of the Notes as soon after the Time of Execution as the Representatives, in their sole judgment, have determined is advisable and practicable.
Offering of the Notes. Neither the Company nor any person acting on its behalf has taken or will take any action which might subject the offering, issuance or sale of the Notes to the registration provisions of the Act.
Offering of the Notes. Neither the Mortgagor nor any Person --------------------- acting on behalf of the Mortgagor has directly or indirectly offered the Notes or any portion thereof or any similar security to, or solicited any offer to buy any of the same from, any Person other than the Mortgagee. Neither the Mortgagor nor any Person acting on behalf of the Mortgagor has taken or will take any action which would subject the issuance of the Notes to the provisions of section 5 of the Securities Act of 1933, as amended.
Offering of the Notes. Neither the Issuer nor any Person acting on behalf of the Issuer has, directly or indirectly, offered any of the Notes or any similar security of the Issuer for sale to, or solicited any offers to buy any thereof from, or otherwise approached or negotiated with respect thereto with, anyone other than the Purchasers and not more than 58 other institutional investors, each of whom were offered a portion of the Notes for purposes of investment and not for distribution. Neither the Issuer nor any Person acting on behalf of the Issuer has taken or will take any action which would cause the offer, issuance or sale of any Note to any Purchaser to violate the provisions of the Securities Act of 1933, as amended, or any other securities or blue sky laws of any applicable jurisdiction or subject the issuance or sale of the Notes to the registration requirements of Section 5 of said Securities Act.
Offering of the Notes. Except for the filing of a registration statement on Form S-1 with the SEC on November 25, 2005 in connection with a proposed rights offering, which registration statement was withdrawn as of February 3, 2006, neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the Securities Act of the issuance of the Notes and the Warrants to the Purchasers. Based upon the policy position of the SEC, as described in the SEC staff’s No-Action Letters dated June 26, 1990 to Black Box Incorporated and February 28, 1992 to Squadron, Ellenoff, Pleasant & Xxxxxx, and the Purchasers’ representations in Article III, the issuance of the Notes and the Warrants to the Purchasers will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of the Securities Act.
Offering of the Notes. None of the Company, the Guarantors or TAFSI nor anyone acting on their behalf has offered the Notes or the Guarantee Agreement or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Noteholder and the other holders of the Original Notes. None of the Company, the Guarantors or TAFSI nor anyone acting on their behalf has taken, or will take, any action which would subject the issuance of the Notes or the execution and delivery of the Guarantee Agreement to Section 5 of the Securities Act of 1933, as amended.
Offering of the Notes. Neither the Grantor nor any Person --------------------- acting on behalf of the Grantor has directly or indirectly offered the Notes or any portion thereof or any similar security to, or solicited any offer to buy any of the same from, any Person other than the Beneficiary. Neither the Grantor nor any Person acting on behalf of the Grantor has taken or will take any action which would subject the issuance of the Notes to the provisions of section 5 of the Securities Act of 1933, as amended.
