Common use of Purchase and Resale of the Notes Clause in Contracts

Purchase and Resale of the Notes. The Notes will be offered and sold to the Initial Purchasers without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on exemptions pursuant to Rule 144A under the Securities Act (“Rule 144A”) and Regulation S under the Securities Act (“Regulation S”). The Escrow Issuer, the Company and the Guarantors have prepared a preliminary offering circular, dated January 29, 2015 (the “Preliminary Offering Circular”), a pricing term sheet substantially in the form attached hereto as Schedule III (the “Pricing Term Sheet”) setting forth the terms of the Notes omitted from the Preliminary Offering Circular and certain other information and an offering circular, dated January 29, 2015 (the “Offering Circular”), setting forth information regarding the Escrow Issuer, the Company, the Guarantors, the Notes and the Guarantees. The Preliminary Offering Circular, as supplemented and amended as of the Applicable Time (as defined below), together with the Pricing Term Sheet and any of the documents listed on Schedule IV(A) hereto are collectively referred to as the “Pricing Disclosure Package”. The Escrow Issuer, the Company and the Guarantors hereby confirm that they have authorized the use of the Pricing Disclosure Package and the Offering Circular in connection with the offering and resale of the Notes by the Initial Purchasers. “Applicable Time” means 10.50 a.m. (New York City time) on the date of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Platform Specialty Products Corp)

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Purchase and Resale of the Notes. The Notes will be offered and sold to the Initial Purchasers without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on exemptions an exemption pursuant to Rule 144A Section 4(a)(2) under the Securities Act (“Rule 144A”) and Regulation S under the Securities Act (“Regulation S”)Act. The Escrow Issuer, the Company and the Guarantors have prepared a preliminary offering circular, dated January 29December 1, 2015 2017 (the “Preliminary Offering Circular”), a pricing term sheet substantially in the form attached hereto as Schedule III (the “Pricing Term Sheet”) setting forth the terms of the Notes omitted from the Preliminary Offering Circular and certain other information and an offering circular, dated January 29December 1, 2015 2017 (the “Offering Circular”), setting forth information regarding the Escrow Issuer, the Company, the Guarantors, the Notes and the Guarantees. The Preliminary Offering Circular, as supplemented and amended as of the Applicable Time (as defined below), together with the Pricing Term Sheet and any of the documents listed on Schedule IV(A) hereto are collectively referred to as the “Pricing Disclosure Package”. The Escrow Issuer, the Company and the Guarantors hereby confirm that they have authorized the use of the Pricing Disclosure Package and the Offering Circular in connection with the offering and resale of the Notes by the Initial Purchasers. “Applicable Time” means 10.50 a.m. 1:45 p.m. (New York City time) on the date of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Platform Specialty Products Corp)

Purchase and Resale of the Notes. The Notes will be offered and sold to the Initial Purchasers without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on exemptions an exemption pursuant to Rule 144A Section 4(a)(2) under the Securities Act (“Rule 144A”) and Regulation S under the Securities Act (“Regulation S”)Act. The Escrow Issuer, the Company and the Guarantors have prepared a preliminary offering circular, dated January 29November 8, 2015 2017 (the “Preliminary Offering Circular”), a pricing term sheet substantially in the form attached hereto as Schedule III (the “Pricing Term Sheet”) setting forth the terms of the Notes omitted from the Preliminary Offering Circular and certain other information and an offering circular, dated January 29November 9, 2015 2017 (the “Offering Circular”), setting forth information regarding the Escrow Issuer, the Company, the Guarantors, the Notes and the Guarantees. The Preliminary Offering Circular, as supplemented and amended as of the Applicable Time (as defined below), together with the Pricing Term Sheet and any of the documents listed on Schedule IV(A) hereto are collectively referred to as the “Pricing Disclosure Package”. The Escrow Issuer, the Company and the Guarantors hereby confirm that they have authorized the use of the Pricing Disclosure Package and the Offering Circular in connection with the offering and resale of the Notes by the Initial Purchasers. “Applicable Time” means 10.50 a.m. 3:15 p.m. (New York City time) on the date of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Platform Specialty Products Corp)

Purchase and Resale of the Notes. The Notes will be offered and sold to the Initial Purchasers without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on exemptions an exemption pursuant to Rule 144A Section 4(2) under the Securities Act (“Rule 144A”) and Regulation S under the Securities Act (“Regulation S”)Act. The Escrow Issuer, the Company and the Guarantors have prepared a preliminary offering circularmemorandum, dated January 29May 6, 2015 2008 (the “Preliminary Offering CircularMemorandum”), a pricing term sheet substantially in the form attached hereto as Schedule III (the “Pricing Term Sheet”) setting forth the terms of the Notes omitted from the Preliminary Offering Circular and certain other information Memorandum and an offering circularmemorandum, dated January 29May 9, 2015 2008 (the “Offering CircularMemorandum”), setting forth information regarding the Escrow Issuer, the Company, the Guarantors, the Notes Notes, and the GuaranteesExchange Notes (as defined herein), the Guarantees and the Exchange Guarantees (as defined herein). The Preliminary Offering CircularMemorandum, as supplemented and amended as of the Applicable Time (as defined below), together with the Pricing Term Sheet and any of the documents listed on Schedule IV(A) IV hereto are collectively referred to as the “Pricing Disclosure Package”. .” The Escrow Issuer, the Company and the Guarantors hereby confirm that they have authorized the use of the Pricing Disclosure Package and the Offering Circular Memorandum in connection with the offering and resale of the Notes by the Initial Purchasers. “Applicable Time” means 10.50 a.m. (New York City time) on the date of this Agreement.Initial

Appears in 1 contract

Samples: Purchase Agreement (Petrohawk Energy Corp)

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Purchase and Resale of the Notes. The Notes will be offered and sold to the Initial Purchasers without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on exemptions an exemption pursuant to Rule 144A Section 4(a)(2) under the Securities Act (“Rule 144A”) and Regulation S under the Securities Act (“Regulation S”)Act. The Escrow Issuer, the Company and the Guarantors have prepared a preliminary offering circularmemorandum, dated January 29October 21, 2015 (the “Preliminary Offering CircularMemorandum”), a pricing term sheet substantially in the form attached hereto as Schedule III (the “Pricing Term Sheet”) setting forth the terms of the Notes omitted from the Preliminary Offering Circular Memorandum, and certain other information and an a final offering circularmemorandum, dated January 29October 21, 2015 (the “Offering CircularMemorandum”), setting forth information regarding the Escrow Issuer, the Company, the Guarantors, the Notes and the Guarantees. The Preliminary Offering CircularMemorandum, as supplemented and amended as of the Applicable Time (as defined below), together with the Pricing Term Sheet and any of the documents listed on Schedule IV(A) hereto are collectively referred to as the “Pricing Disclosure Package”. .” The Escrow Issuer, the Company and the Guarantors hereby confirm that they have authorized the use of the Pricing Disclosure Package and the Offering Circular Memorandum in connection with the offering and resale of the Notes by the Initial Purchasers. “Applicable Time” means 10.50 a.m. 4:15 p.m. (New York City time) on the date of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Jarden Corp)

Purchase and Resale of the Notes. The Notes will be offered and sold to the Initial Purchasers without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on exemptions an exemption pursuant to Rule 144A Section 4(2) under the Securities Act (“Rule 144A”) and Regulation S under the Securities Act (“Regulation S”)Act. The Escrow Issuer, the Company and the Guarantors have prepared a preliminary offering circularmemorandum, dated January 29April 6, 2015 2010 (the “Preliminary Offering CircularMemorandum”), a pricing term sheet substantially in the form attached hereto as Schedule III (the “Pricing Term Sheet”) setting forth the terms of the Notes omitted from the Preliminary Offering Circular Memorandum and certain other information and an offering circularmemorandum, dated January 29April 22, 2015 2010 (the “Offering CircularMemorandum”), setting forth information regarding the Escrow Issuer, the Company, the Guarantors, the Notes, the Exchange Notes (as defined herein), the Guarantees and the GuaranteesExchange Guarantees (as defined herein). The Preliminary Offering CircularMemorandum, as supplemented and amended as of the Applicable Time (as defined below), together with the Pricing Term Sheet and any of the documents listed on Schedule IV(A) hereto are collectively referred to as the “Pricing Disclosure Package”. The Escrow Issuer, the Company and the Guarantors hereby confirm that they have authorized the use of the Pricing Disclosure Package and the Offering Circular Memorandum in connection with the offering and resale of the Notes by the Initial Purchasers. “Applicable Time” means 10.50 a.m. (New York City time) on the date of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Global Geophysical Services Inc)

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