Private Offering of Notes. Neither the Company nor Xxxxxxx Xxxxx & Co. (the only Person authorized or employed by the Company as agent, broker, dealer or otherwise in connection with the offering or sale of the Notes or any similar Security of the Company, other than employees of the Company) has offered any of the Notes or any similar Security of the Company for sale to, or solicited offers to buy any thereof from, or otherwise approached or negotiated with respect thereto with, any prospective purchaser, other than you and one hundred ten (110) other institutional investors, each of whom was offered all or a portion of the Notes at private sale for investment.
Private Offering of Notes. Neither any Note Party nor any agent acting on their behalf has taken or will take any action which would subject the issuance or sale of the Notes (or any guarantee thereof) to registration under the provisions of Section 5 of the Securities Act or to the provisions of any securities or “blue sky” law of any applicable jurisdiction. Without limiting the foregoing, assuming the accuracy of the Purchasers’ representations and warranties in Article IV-A of this Agreement, the issuance of the Notes pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities Act. In the case of each offer or sale of the Notes, no form of general solicitation or general advertising (as those terms are used in Regulation D promulgated under the Securities Act) was used by any Note Party nor any agent acting on its behalf, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. No securities similar to the Notes have been issued and sold by the Note Parties within the six-month period immediately prior to the date hereof. The offer and sale of the Notes on the Closing Date and any date thereafter occurred pursuant to private negotiations only between the Issuers and the Purchasers hereunder.
Private Offering of Notes. 15 2.17 No Defaults under Notes. . . . . . . . . . . . . . . 15 2.18 Use of Proceeds of Notes.. . . . . . . . . . . . . . 16 2.19
Private Offering of Notes. No Defaults; Transactions Prior to Closing Date, etc........... 12 2.18 Use of Proceeds of Notes....................................... 12 2.19 Solvency....................................................... 13 3.
Private Offering of Notes. Neither the Company nor any of the Subsidiaries has offered any of the Notes or any similar security of the Company for sale to, or solicited offers to buy any from, or otherwise approached or negotiated with respect thereto with, any prospective purchaser, other than fifty (50) or less institutional investors (including the Purchasers), each of whom was offered all or a portion of the Notes at private sale for investment. The Company will not, nor will the Company permit any Person acting on its behalf to, offer the Notes or any part thereof or any similar securities for issue or sale to, or solicit any offer to acquire any of the same from, any Person so as to bring the issuance and sale of the Notes within the provisions of section 5 of the Securities Act.
Private Offering of Notes. 11 2.17 No Defaults; Transactions Prior to Closing Date. . . . . . . . . . . . . . . . 11 2.18 Use of Proceeds of Notes. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Private Offering of Notes. 11 2.18 Use of Proceeds of Notes............................................ 12 2.19 Capitalization...................................................... 12 2.20 Company Matters Prior to the Merger................................. 12 2.21 Closing of the Merger............................................... 13 2.22 All Documents Provided.............................................. 13 2.23 Solvency............................................................ 13 2.24
Private Offering of Notes. (a) Neither the Company nor any other Person (no other Person having been authorized or employed by the Company as agent, broker, dealer or otherwise in connection with the offering or sale of the Notes or any similar Security of the Company, other than employees of the Company) has offered any of the Notes or any similar Security of the Company for sale to, or solicited offers to buy any thereof from, or otherwise approached or negotiated with respect thereto with, any prospective purchaser, other than you and not more than ten (10) other institutional investors, each of whom was offered all or a portion of the Notes at private sale for investment.
(b) Neither the Company nor any agent acting on behalf of any of the Company has taken any action that would subject the issue or sale of the Notes, the Merger or any other transaction contemplated by this Agreement to the registration provisions of section 5 of the Securities Act or to the registration, qualification or other similar provisions of any securities or "blue sky" law of any applicable jurisdiction.
Private Offering of Notes. Neither the Company nor Banc America Securities LLC (the only Person authorized or employed by the Company as agent, broker, dealer or otherwise in connection with the offering or sale of the Notes or any similar Security of the Company, other than employees of the Company) has offered any of the Notes or any similar Security of the Company for sale to, or solicited offers to buy any thereof from, or otherwise approached or negotiated with respect thereto with, any prospective purchaser, other than you, the Other Purchasers and 40 other institutional investors, each of whom was offered all or a portion of the Notes at private sale for investment.
Private Offering of Notes. Neither the Company nor any Subsidiary has offered any of the Notes or any similar Security of the Company for sale to, or solicited offers to buy any thereof from, or otherwise approached or negotiated with respect thereto with, any prospective purchaser other than you and four (4) other Institutional Investors, each of whom was offered all or a portion of the Notes at private sale for investment.
