Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 days following the Settlement Date, file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Date. (b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange New Notes for Exchange Notes (provided that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes, acquires the Exchange Notes in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. (c) In connection with the Registered Exchange Offer, the Company shall: (i) deliver or otherwise make available to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants; (ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered to the Holders (or, in each case, longer if required by applicable law); (iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period; (iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee; (v) permit Holders to withdraw tendered New Notes at any time prior to 5:00 p.m. (New York City time), on the last Business Day on which the Registered Exchange Offer is open; (vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes; and (vii) comply in all respects with all other applicable law. (d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall: (i) accept for exchange all New Notes validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer; (ii) deliver to the Trustee for cancellation in accordance with Section 4(n) all New Notes so accepted for exchange; and (iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes a principal amount of Exchange Notes equal to the principal amount of the New Notes of such Holder that the Company has accepted for exchange. (e) Each Holder is hereby deemed to acknowledge and agree that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters, as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. July 2, 1993) and similar no-action letters, and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes obtained by such Holder in exchange for New Notes acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation to the Company that, at the time of the consummation of the Registered Exchange Offer: (i) any Exchange Notes received by such Holder will be acquired in the ordinary course of such Holder’s business; (ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the Act; (iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes; and (iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offer. (f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 4 contracts
Samples: Registration Rights Agreement (Citizens Financial Group Inc/Ri), Registration Rights Agreement (Citizens Financial Group Inc/Ri), Registration Rights Agreement (Citizens Financial Group Inc/Ri)
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 120 days following the Settlement Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 210 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 250 days of the Settlement Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange New Notes for Exchange Notes (provided that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes, acquires the Exchange Notes in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The the Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes at any time prior to 5:00 p.m. (New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes; and
(vii) comply in all respects with all other applicable law.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n) all New Notes so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes a principal amount of Exchange Notes equal to the principal amount of the New Notes of such Holder that the Company has accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge and agree that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters, as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. July 2, 1993) and similar no-action letters, and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes obtained by such Holder in exchange for New Notes acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the Act;
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 4 contracts
Samples: Registration Rights Agreement (Verizon Communications Inc), Registration Rights Agreement (Verizon Communications Inc), Registration Rights Agreement (Verizon Communications Inc)
Registered Exchange Offer. (a) The To the extent not prohibited by any applicable law or applicable interpretations of the Commission’s staff, the Company and the Guarantors shall use its commercially reasonable efforts to prepare and, not later than 230 270 days following the Settlement Closing Date, shall use their commercially reasonable efforts to file with the Commission the an Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company and the Guarantors shall use its their commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesGuarantors, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act Act. The Company and without material restrictions under the securities laws of a substantial proportion of Guarantors shall use their commercially reasonable efforts to complete the several states of Registered Exchange Offer by the United StatesTarget Registration Date.
(c) In connection with the Registered Exchange Offer, the Company and the Guarantors shall:
(i) deliver mail or otherwise make available to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation Statement and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed or publicly disseminated by press release to the Holders (or, in each case, or longer if required by applicable law);
(iii) use its their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented Act until the end of the Exchange Offer Registration Period (including by supplementing and amended amending the Exchange Offer Registration Statement as required under the Act Act) to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers Dealers, if any, during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York CityOffer, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (p.m., New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in include disclosure within the Exchange Offer Registration Statement or (y) or, prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is and Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and ), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include a representation representing that the Company has and Guarantors have not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion and that the Company and the Guarantors are not aware of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating any person that will participate in the Registered Exchange Offer is acquiring with a view to distribute (within the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution meaning of the Exchange NotesAct) the New Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company and Guarantors shall:
(i) accept for exchange all New Notes Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver or cause to be delivered to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee to promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent and warrant to the Company and Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder has no arrangement or understanding with any person to engage in, and such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes Securities within the meaning of the Act;
(iii) such Holder is not an Affiliate of a Broker-Dealer that will receive New Securities in the Registered Exchange Offer for Securities that such Holder purchased directly from the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of for resale pursuant to Rule 144A under the Act to or any other available exemption from registration under the extent applicable in connection with the resale of the Exchange NotesAct; and
(iv) such Holder is not prohibited by any law, rule or policy an Affiliate of the Commission from participating in Company or the Registered Exchange OfferGuarantors.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 4 contracts
Samples: Registration Rights Agreement (Amcor PLC), Registration Rights Agreement (Amcor PLC), Registration Rights Agreement (Amcor PLC)
Registered Exchange Offer. (a) The Unless a Registered Exchange Offer shall not be permissible by applicable law or Commission policy, the Company and the Guarantors shall use its commercially their respective reasonable best efforts to (i) prepare and, not later than 230 within 210 calendar days following after the Settlement Closing Date, file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable efforts to , (iii) cause the Exchange Offer Registration Statement to become effective under the Act within 320 days of the Settlement Date and (ii) complete commence the Registered Exchange Offer within 365 days promptly after such effectiveness and (iii) keep the Exchange Offer Registration Statement effective until the closing of the Settlement Registered Exchange Offer and (iv) cause the Registered Exchange Offer to be consummated not later than the 270th calendar day following the Closing Date (or, if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange New Notes Securities for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements any of the Act to the extent applicable in connection with the resale of the Exchange NotesGuarantors, acquires the Exchange Notes Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United StatesAct.
(c) In connection with the Registered Exchange Offer, the Company and the Guarantors shall:
(i) deliver mail or otherwise make available cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use its commercially their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York CityOffer, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in if requested by the staff of the Commission, provide a supplemental letter to the Commission, Commission (A) state stating that the Company is and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has and the Guarantors have not entered into any arrangement or understanding with any person to distribute the Exchange Notes Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s and the Guarantors’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesSecurities; and
(vii) comply in all material respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company and the Guarantors shall:
(i) accept for exchange all New Notes validly Securities properly tendered and not validly withdrawn pursuant to the Registered Exchange OfferOffer on or prior to its expiration;
(ii) deliver or cause to be delivered to the Trustee for cancellation in accordance with Section 4(n4(q) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company Company, the Guarantors or one of its their respective Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements or any of the Act to the extent applicable in connection with the resale of the Exchange Notes; andGuarantors.
(ivf) such Holder If any Initial Purchaser determines that it is not prohibited by any law, rule law or Commission policy of the Commission from participating in the Registered Exchange Offer.
(f) Notwithstanding Offer with respect to the exchange of Securities constituting any other provisions hereofportion of an unsold allotment, at the request of such Initial Purchaser, the Company will ensure that (i) any Exchange Offer and the Guarantors shall issue and deliver to the person purchasing Securities registered under a Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to as contemplated by Section 3 hereof from such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinInitial Purchaser, in the light exchange for such Securities, a like principal amount of the circumstances under which they were made, not misleadingExchange Securities.
Appears in 3 contracts
Samples: Registration Rights Agreement (Nii Holdings Inc), Registration Rights Agreement (Nii Holdings Inc), Purchase Agreement (Nii Holdings Inc)
Registered Exchange Offer. (a) The Company Issuers shall use its commercially reasonable efforts to prepare and, not later than 230 days following the Settlement DateApril 30, 2005, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuers shall use its commercially their reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 90 days following the filing date of the Settlement Date and registration statement (ii) complete or if such 90th day is not a Business Day, the Registered Exchange Offer within 365 days of the Settlement Datenext succeeding Business Day).
(b) Upon the effectiveness filing of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence use their reasonable best efforts to consummate the Registered Exchange OfferOffer within 120 days, it being the objective of such Registered Exchange Offer to enable each Holder eligible and electing to exchange New Notes Securities for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements any of the Act to the extent applicable in connection with the resale of the Exchange NotesIssuers, acquires the Exchange Notes Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any person Person to participate in the distribution (within the meaning of the Act) of the Exchange Notes Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states States of the United States.
(c) In connection with the Registered Exchange Offer, the Company Issuers shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days days and not more than 30 Business Days days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act required, to ensure that it is available for sales of Exchange Notes Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee Trustee, or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in if requested by the Exchange Offer Registration Statement or (y) Commission, prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has Issuers have not entered into any arrangement or understanding with any person Person to distribute the Exchange Notes Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Issuers' information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes Securities in its the ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange NotesSecurities; and
(vii) comply in all respects with all other applicable lawlaws relating to the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuers shall:
(i) accept for exchange all New Notes validly Securities duly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s 's letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, transaction and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item Items 507 or and 508, as applicable, of Regulation S-K K, as applicable, under the Act if the resales are of Exchange Notes Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person Person to participate in the distribution of the New Notes Securities or the Exchange Notes Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of any Issuer.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Company or, if such Holder is an Affiliate, such Holder will comply Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing Exchange Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of Exchange Securities. The Company shall use its best efforts to cause the resale of CUSIP Service Bureau to issue the same CUSIP and ISIN numbers for such Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in Securities as for Exchange Securities issued pursuant to the Registered Exchange Offer.
(fg) Notwithstanding any other provisions hereofInterest on each Exchange Security shall accrue from the last date on which interest was paid on the Security surrendered in exchange therefor or, if no interest has been paid on such Security, from the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations date of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSecurity's original issue.
Appears in 3 contracts
Samples: Registration Rights Agreement (New Holland Tractor LTD N.V.), Registration Rights Agreement (New Holland Tractor LTD N.V.), Registration Rights Agreement (New Holland Tractor LTD N.V.)
Registered Exchange Offer. (a) The Company Except as set forth in Section 3, the Issuers and the Guarantors shall prepare and shall use its commercially their reasonable best efforts to prepare and, not later than 230 days following the Settlement Date, file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer, not later than 180 days following the date of the original issuance of the Securities (or if such 180th day is not a Business Day, the next succeeding Business Day). The Company Issuers and the Guarantors shall use its commercially their reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 270 days of the Settlement Date date of the original issuance of the Securities and (ii) complete to consummate the Registered Exchange Offer within 365 300 days of the Settlement Datedate of the original issuance of the Securities (if such 270th or 300th day is not a Business Day, the next succeeding Business Day, as applicable).
(ba) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company Issuers or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesGuarantors, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person Person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(cb) In connection with the Registered Exchange Offer, the Company Issuers and the Guarantors shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which the notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a bank depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is Issuers and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & ) and Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include including a representation that the Company has Issuers and the Guarantors have not entered into any arrangement or understanding with any person Person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Issuers’ and the Guarantors’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all material respects with all other applicable lawlaws.
(dc) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuers and the Guarantors shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;; and
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n) all New Notes so accepted for exchange; and
(iii) issue and cause the Trustee promptly to authenticate a global certificate representing New Securities exchanged for Securities and to deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(ed) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, transaction and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company Issuers or the Guarantors or one of its their Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuers and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person Person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with Issuers or the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange OfferGuarantors.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Samples: Exchange and Registration Rights Agreement (Plains All American Pipeline Lp), Exchange and Registration Rights Agreement (Plains All American Pipeline Lp), Exchange and Registration Rights Agreement (Plains All American Pipeline Lp)
Registered Exchange Offer. (a) The Unless the Registered Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, with respect to any Securities that on the Registration Trigger Date are Registrable Securities, the Company and the Parent Guarantor shall use its commercially their reasonable best efforts to prepare andprepare, not later than 230 days following the Settlement Date, file to cause to be filed with the Commission and to become effective, the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The ; provided, however, that the Company and the Parent Guarantor shall use its commercially reasonable efforts not be required to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 days of the Settlement Date and (ii) complete the consummate such Registered Exchange Offer within 365 days of if the Settlement DateSecurities are Freely Tradable Securities.
(b) Upon If an Exchange Offer Registration Statement is filed and becomes effective pursuant to Section 2(a) above, upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Parent Guarantor shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesParent Guarantor, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. The Company and the Parent Guarantor shall use their reasonable best efforts to complete the Registered Exchange Offer not later than 45 days after the Exchange Offer Registration Statement becomes effective.
(c) In connection with the Registered Exchange Offer, if an Exchange Offer Registration Statement is required to be filed and becomes effective pursuant to Section 2(a) above, the Company and the Parent Guarantor shall:
(i) deliver mail or otherwise make available cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Securities Act, supplemented and amended as required under the Act required, to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is and the Parent Guarantor are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has and the Parent Guarantor have not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information best knowledge of the Company and beliefthe Parent Guarantor, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company and the Parent Guarantor shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Brokerbroker-Dealer dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Securities Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company Company, the Parent Guarantor or one of its their respective Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company and the Parent Guarantor that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities to be received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Securities Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder or the Parent Guarantor.
(f) If any Initial Purchaser determines that it is an Affiliate, such Holder will comply not eligible to participate in the Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company and the Parent Guarantor shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Company and the resale of Parent Guarantor shall use their commercially reasonable efforts to cause the Exchange Notes; and
(iv) CUSIP Service Bureau to issue the same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Samples: Registration Rights Agreement (CAESARS ENTERTAINMENT Corp), Registration Rights Agreement (CAESARS ENTERTAINMENT Corp), Registration Rights Agreement (CAESARS ENTERTAINMENT Corp)
Registered Exchange Offer. (a) The Company Except as set forth in Section 3, the Issuers and the Guarantors shall prepare and shall use its commercially their reasonable best efforts to prepare and, not later than 230 days following the Settlement Date, file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer, not later than 120 days following the date of the original issuance of the Securities (or if such 120th day is not a Business Day, the next succeeding Business Day). The Company Issuers and the Guarantors shall use its commercially their reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 210 days of the Settlement Date date of the original issuance of the Securities and (ii) complete to consummate the Registered Exchange Offer within 365 240 days of the Settlement Datedate of the original issuance of the Securities (if such 210th or 240th day is not a Business Day, the next succeeding Business Day, as applicable).
(ba) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company Issuers or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesGuarantors, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any person Person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(cb) In connection with the Registered Exchange Offer, the Company Issuers and the Guarantors shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which the notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a bank depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is Issuers and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include including a representation that the Company has Issuers and the Guarantors have not entered into any arrangement or understanding with any person Person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Issuers' and the Guarantors' information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all material respects with all other applicable lawlaws.
(dc) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuers and the Guarantors shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;; and
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n) all New Notes so accepted for exchange; and
(iii) issue and cause the Trustee promptly to authenticate a global certificate representing New Securities exchanged for Securities and to deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(ed) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s 's letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, transaction and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company Issuers or the Guarantors or one of its their Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuers and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person Person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with Issuers or the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange OfferGuarantors.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Samples: Exchange and Registration Rights Agreement (Plains All American Pipeline Lp), Exchange and Registration Rights Agreement (Rancho Holdings Gp LLC), Exchange and Registration Rights Agreement (Rancho Holdings Gp LLC)
Registered Exchange Offer. (a) The Unless the Registered Exchange Offer shall not be permissible under applicable law or Commission policy, the Company and the Guarantor shall use its commercially reasonable efforts to prepare and, not later than 230 90 days following the Settlement Datedate of the original issuance of the Notes (or if such 90th day is not a Business Day, the next succeeding Business Day), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Securities Act within 320 180 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days date of the Settlement Dateoriginal issuance of the Notes (or if such 180th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantor shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Notes for New Notes for Exchange Notes (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange New Notes in the ordinary course of such Holder’s business, has no arrangements or understandings with any person Person to participate in the distribution (within the meaning of the Act) of the Exchange New Notes and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange New Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company and the Guarantor shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law) (the “Expiration Date”);
(iii) use its commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Securities Act, supplemented and amended as required required, under the Securities Act to ensure that it is available for sales of Exchange New Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Notes Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is and the Guarantor, are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has and the Guarantor have not entered into any arrangement or understanding with any person Person to distribute the Exchange New Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s and the Guarantor’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange New Notes in its the ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange New Notes; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company and the Guarantor shall:
(i) accept for exchange all New Notes validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes so accepted for exchange; and
(iii) cause the New Notes Trustee promptly to authenticate and deliver to each Holder of New Notes a principal amount of Exchange New Notes equal to the principal amount of the New Notes of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange New Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction, transaction and any (z) that secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security note holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Securities Act if the resales are of Exchange New Notes obtained by such Holder in exchange for New Notes acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company and the Guarantor that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange New Notes received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person Person to participate in the distribution of the New Notes or the Exchange New Notes within the meaning of the Securities Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder Company.
(f) If any Initial Purchaser determines that it is an Affiliate, such Holder will comply not eligible to participate in the Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable in connection with exchange of Notes constituting any portion of an unsold allotment, at the resale request of such Initial Purchaser within 20 days after the consummation of the Exchange Offer, the Company shall issue and deliver to the Person purchasing Notes registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Notes; and
(iv) , a like principal amount of New Notes. The Company and the Guarantor shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Notes as for New Notes issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Samples: Registration Rights Agreement (Harrahs Entertainment Inc), Registration Rights Agreement (Harrahs Entertainment Inc), Additional Registration Rights Agreement (Harrahs Entertainment Inc)
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 on or prior to 90 days following the Settlement Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act on or prior to 270 days after the Closing Date; provided that, if as a result of there being no federal governmental budget for any year following the 1997 fiscal year, the Commission ceases to review registration statements like the Registration Statements in the time within 320 which the Commission normally reviews such registration statements in the ordinary course (a "Commission Delay Period"), then such 270 day period during which the Company must cause the Exchange Offer Registration Statement to become effective shall be extended by the number of days of which the Settlement Date and (ii) complete Commission Delay Period is comprised. The Company shall use its best efforts to Consummate the Registered Exchange Offer within 365 on or prior to 310 days of after the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange New Notes Transfer Restricted Securities for Exchange Notes (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with within the registration and prospectus delivery requirements meaning of the Act to the extent applicable in connection with the resale of the Exchange NotesAct, acquires the Exchange Notes in the ordinary course of such Holder’s business, 's business and has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange OfferNotes) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary one or more depositaries or exchange agents (which, in either case, may be the Trustee) for the Registered Exchange Offer with an address (A) in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes at any time prior to 5:00 p.m. (New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that if the Company has not entered into any arrangement or understanding with any person to distribute Notes are then listed on the Luxembourg Stock Exchange Notes to be received in and the Registered Exchange Offer following completion rules of the Registered Luxembourg Stock Exchange Offer and thatso require, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesLuxembourg; and
(viiiv) comply in all material respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Transfer Restricted Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n) all New Notes Transfer Restricted Securities so accepted for exchange; and
(iii) cause the Trustee or the Exchange Notes Trustee, as the case may be, promptly to authenticate and deliver to each Holder of New Transfer Restricted Securities, Exchange Notes of a like principal amount of Exchange Notes equal to the principal amount of the New Notes Transfer Restricted Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed The Initial Purchasers and the Company acknowledge that, pursuant to acknowledge and agree that any Broker-Dealer and any such Holder using interpretations by the Registered Exchange Offer to participate in a distribution Commission's staff of Section 5 of the Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission Act, and in the Exxon Capital Holdings Corporation (pub. avail. May 13absence of an applicable exemption therefrom, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters, as interpreted in the Commission’s letter each Exchanging Dealer is required to Shearman & Sterling LLP (pub. avail. July 2, 1993) and similar no-action letters, and (y) must comply with the registration and prospectus delivery requirements of the Act deliver a Prospectus in connection with any secondary resale transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan a sale of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes obtained by such Holder in exchange for New Notes acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend Exchanging Dealer pursuant to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the Act;
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offer.
(f) Notwithstanding any Offer in exchange for Transfer Restricted Securities acquired for its own account as a result of market-making activities or other provisions hereoftrading activities. Accordingly, the Company will ensure that shall:
(i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies include the information set forth in all material respects with (A) Annex A hereto on the Act and the rules and regulations cover of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as (B) Annex B hereto in the forepart of the consummation Exchange Offer Registration Statement in a section setting forth details of the Registered Exchange Offer, include an untrue statement (C) Annex C hereto in the "Plan of Distribution" section of the Prospectus contained in the Exchange Offer Registration Statement and (D) Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer and
(ii) use its best efforts to keep the Exchange Offer Registration Statement continuously effective (subject to the existence of a material fact Supplement Delay Period) under the Act during the Exchange Offer Registration Period for delivery by Exchanging Dealers in connection with sales of Exchange Notes received pursuant to the Registered Exchange Offer, as contemplated by Section 5(g) below.
(f) In the event that any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Transfer Restricted Securities constituting any portion of an unsold allotment of Notes, at the written request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or omit to state the party purchasing Transfer Restricted Securities registered under a material fact necessary in order to make the statements thereinShelf Registration Statement as contemplated by Section 4 hereof from such Initial Purchaser, in exchange for such Transfer Restricted Securities, a like principal amount of Exchange Notes. Exchange Notes issued in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notes that are not registered under a Shelf Registration Statement as contemplated by Section 4 hereof shall bear a legend as to restrictions on transfer. The Company shall seek to cause the light of CUSIP Service Bureau to issue the circumstances under which they were made, not misleadingsame CUSIP number for such Exchange Notes as for Exchange Notes issued pursuant to the Registered Exchange Offer.
Appears in 3 contracts
Samples: Registration Rights Agreement (NTL Inc /De/), Registration Rights Agreement (NTL Inc /De/), Registration Rights Agreement (NTL Inc /De/)
Registered Exchange Offer. (a) The Company and the Guarantors shall use its commercially reasonable efforts to prepare and, not later than 230 120 days following after the Settlement DateIssue Date (or if such 120th day is not a Business Day, the next succeeding Business Day), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company and the Guarantors shall use its their respective commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 210 days of the Settlement Issue Date and (ii) complete or if such 210th day is not a Business Day, the Registered Exchange Offer within 365 days of the Settlement Datenext succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person Person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company and the Guarantors shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its their respective commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act required, to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988)) and, Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company and the Guarantors shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n5(s) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, transaction and any secondary resale transactions by such Holder transaction must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person Person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or(or if it is, if such Holder is an Affiliate, such Holder that it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes; andapplicable).
(ivf) such Holder If any Initial Purchaser determines that it is not prohibited eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by any lawSection 3 hereof from such Initial Purchaser, rule or policy in exchange for such Securities, a like principal amount of New Securities. The Company shall use its best efforts to cause the Commission from participating in CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Samples: Registration Rights Agreement (Amc Entertainment Holdings, Inc.), Registration Rights Agreement (Amc Entertainment Inc), Registration Rights Agreement (Marquee Holdings Inc.)
Registered Exchange Offer. (a) The Company Issuer shall prepare and use its commercially reasonable efforts to prepare and, not later than 230 days following the Settlement Date, file with the Commission and cause to become effective the Exchange Offer Registration Statement with respect to the Registered Exchange OfferOffer within 365 days after the Closing Date. The Company Issuer shall use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of to be completed under the Settlement Act by the Exchange Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder (i) is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesIssuer, (ii) acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, (iii) has no arrangements or understandings with any person to participate in the distribution (within the meaning of the ActNew Securities, (iv) of the Exchange Notes and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange OfferOffer and (v) is not an Initial Purchaser holding Securities that have the status of an unsold allotment remaining from the initial distribution of the Securities) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company Issuer shall:
(i) deliver mail or otherwise make available cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than at least 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered to the Holders (or, in each case, or longer if required by applicable law)) after the date notice thereof is mailed to the Holders;
(iii) use its their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act Act, to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, City which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company Issuer is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include including a representation that the Company Issuer has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Companybest of the Issuer’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other laws applicable lawto the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuer shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(r) hereof all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, letters and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company Issuer or one any Affiliate of its Affiliatesthe Issuer. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuer that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will shall be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will shall have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the ActAct of the Securities or the New Securities;
(iii) such Holder is not an Affiliate of the Company Issuer or, if such Holder it is an AffiliateAffiliate of the Issuer, such Holder it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in connection the Shelf Registration Statement in accordance with Section 4 hereof in order to have their Securities included in the resale of Shelf Registration Statement and benefit from the Exchange Notesprovisions regarding Additional Interest in Section 8 hereof; and
(iv) if such Holder is not prohibited by any lawan Exchanging Dealer, rule or policy then such Holder will comply with the applicable provisions of the Commission Securities Act (including the prospectus delivery requirements thereunder).
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuer shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from participating such Initial Purchasers, in exchange for such Securities, a like principal amount of New Securities. The Issuer shall use its commercially reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number and International Securities Identification Number (“ISIN”) for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 3 contracts
Samples: Registration Rights Agreement (NCL CORP Ltd.), Registration Rights Agreement (NCL CORP Ltd.), Registration Rights Agreement (NCL CORP Ltd.)
Registered Exchange Offer. (a) The Company Issuers shall prepare and use its commercially their reasonable best efforts to prepare and, not later than 230 days following the Settlement Date, file with the Commission and cause to become effective the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuers shall use its commercially their reasonable best efforts to (i) cause the Registered Exchange Offer Registration Statement to become effective completed under the Act within 320 360 days of the Settlement Issue Date and (ii) complete or if such 360th day is not a Business Day, the Registered Exchange Offer within 365 days of the Settlement Datenext succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange New Notes Securities for Exchange Notes Securities (provided that such Holder (i) is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notesany Issuer, (ii) acquires the Exchange Notes Securities in the ordinary course of such Holder’s business, (iii) has no arrangements or understandings with any person Person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and Securities, (iv) is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange OfferOffer and (v) is not an Initial Purchaser holding Securities that have the status of an unsold allotment remaining from the initial distribution of the Securities) to trade such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company Issuers shall:
(i) deliver or otherwise make available cause to be delivered to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, or longer if required by applicable law) and consummated such Registered Exchange Offer no later than the 35th day after the date notice thereof is mailed to the Holders (or longer if required by applicable law);
(iii) use its commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act Act, to ensure that it is available for sales of Exchange Notes Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in if requested by the Exchange Offer Registration Statement or (y) Commission, prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has Issuers have not entered into any arrangement or understanding with any person Person to distribute the Exchange Notes Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes Securities in its the ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange NotesSecurities; and
(vii) comply in all respects with all other laws applicable lawto the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuers shall:
(i) accept for exchange all New Notes Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) hereof all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder transaction which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person Person to participate in the distribution of the New Notes Securities or the Exchange Notes Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of any Issuer.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Company or, if such Holder is an Affiliate, such Holder will comply Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing Exchange Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of Exchange Securities. The Issuers shall use their reasonable best efforts to cause the resale of the same CUSIP and ISIN numbers to be assigned for such Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in Securities as for Exchange Securities issued pursuant to the Registered Exchange Offer.
(fg) Notwithstanding any other provisions hereofInterest on each Exchange Security shall accrue from (A) the later of (x) the last date on which interest was paid on the Security surrendered in exchange therefor or (y) if the Security is surrendered for exchange on a date that is after the record date for an interest payment that will occur on or after the date of such exchange and as to which interest will be paid, the Company will ensure that date of such interest payment date, or (iB) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with if no interest has been paid on such Security, from the Act and the rules and regulations date of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSecurity’s original issue.
Appears in 3 contracts
Samples: Registration Rights Agreement (Crown Holdings Inc), Registration Rights Agreement (Crown Holdings Inc), Registration Rights Agreement (Crown Holdings Inc)
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 180 days following the Settlement Datedate of the original issuance of the Securities, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company may, in lieu of such a filing and within the time period provided for such a filing, confidentially submit the Exchange Offer Registration Statement to the Commission; provided that the Company shall promptly provide to the Trustee a copy of the cover letter accompanying such submission; and provided, further, that a confidential submission to the Commission shall not satisfy the Company’s periodic reporting requirements as set forth under the Indenture. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Securities Act within 320 240 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days date of the Settlement Dateoriginal issuance of the Securities.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and unless separately agreed in writing, not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required required, under the Securities Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in if requested or required by the Commission, provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation cancelation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements requirement of the Securities Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder transaction which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Securities Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Securities Act;; and
(iii) such Holder is not an Affiliate of the Company or, or if such Holder it is an Affiliate, such Holder will comply with the registration and prospectus Prospectus delivery requirements of the Securities Act to the extent applicable in connection with the resale of the Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offerapplicable.
(f) Notwithstanding any other provisions hereofIf, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit prior to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an untrue statement unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a material fact or omit to state a material fact necessary in order to make the statements thereinShelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Company shall use its reasonable best efforts to cause the light of CUSIP Service Bureau to issue the circumstances under which they were made, not misleadingsame CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 3 contracts
Samples: Registration Rights Agreement (Arauco & Constitution Pulp Inc), Registration Rights Agreement (Arauco & Constitution Pulp Inc), Registration Rights Agreement (Arauco & Constitution Pulp Inc)
Registered Exchange Offer. (a) The Company Issuers shall prepare and use its commercially their reasonable best efforts to prepare and, not later than 230 days following the Settlement Date, file with the Commission and cause to become effective the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuers shall use its commercially their reasonable best efforts to (i) cause the Registered Exchange Offer Registration Statement to become effective completed under the Act within 320 360 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Issue Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange New Notes Securities for Exchange Notes Securities (provided that such Holder (i) is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notesany Issuer, (ii) acquires the Exchange Notes Securities in the ordinary course of such Holder’s business, (iii) has no arrangements or understandings with any person Person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and Securities, (iv) is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange OfferOffer and (v) is not an Initial Purchaser holding Securities that have the status of an unsold allotment remaining from the initial distribution of the Securities) to trade such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company Issuers shall:
(i) deliver or otherwise make available cause to be delivered to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, or longer if required by applicable law) and consummated such Registered Exchange Offer no later than the 35th day after the date notice thereof is mailed to the Holders (or longer if required by applicable law);
(iii) use its commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act Act, to ensure that it is available for sales of Exchange Notes Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in if requested by the Exchange Offer Registration Statement or (y) Commission, prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has Issuers have not entered into any arrangement or understanding with any person Person to distribute the Exchange Notes Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes Securities in its the ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange NotesSecurities; and
(vii) comply in all respects with all other laws applicable lawto the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuers shall:
(i) accept for exchange all New Notes Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) hereof all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder transaction which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person Person to participate in the distribution of the New Notes Securities or the Exchange Notes Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of any Issuer.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Company or, if such Holder is an Affiliate, such Holder will comply Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing Exchange Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of Exchange Securities. The Issuers shall use their reasonable best efforts to cause the resale of the same CUSIP and ISIN numbers to be assigned for such Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in Securities as for Exchange Securities issued pursuant to the Registered Exchange Offer.
(fg) Notwithstanding any other provisions hereofInterest on each Exchange Security shall accrue from (A) the later of (x) the last date on which interest was paid on the Security surrendered in exchange therefor or (y) if the Security is surrendered for exchange on a date that is after the record date for an interest payment that will occur on or after the date of such exchange and as to which interest will be paid, the Company will ensure that date of such interest payment date, or (iB) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with if no interest has been paid on such Security, from the Act and the rules and regulations date of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSecurity’s original issue.
Appears in 2 contracts
Samples: Registration Rights Agreement (Crown Holdings Inc), Registration Rights Agreement (Crown Holdings Inc)
Registered Exchange Offer. (a) The Company Issuers shall prepare and use its commercially their reasonable best efforts to prepare and, not later than 230 days following the Settlement Date, file with the Commission and cause to become effective the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuers shall use its commercially their reasonable best efforts to (i) cause the Registered Exchange Offer Registration Statement to become effective be completed under the Act within 320 300 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder (i) is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements any of the Act to the extent applicable in connection with the resale of the Exchange NotesIssuers, (ii) acquires the Exchange Notes New Securities in the ordinary course of such Holder’s 's business, (iii) has no arrangements or understandings with any person to participate in the distribution (within the meaning of the ActNew Securities, (iv) of the Exchange Notes and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange OfferOffer and (v) is not an Initial Purchaser holding Securities that have the status of an unsold allotment remaining from the initial distribution of the Securities) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company Issuers shall:
(i) deliver mail or otherwise make available cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than at least 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered to the Holders (or, in each case, or longer if required by applicable law)) after the date notice thereof is mailed to the Holders;
(iii) use its commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act Act, to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, or, in the case of the Euro Notes, Amsterdam, London or Luxembourg, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include including a representation that the Company has Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Issuers' information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other laws applicable lawto the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuers shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) hereof all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s 's letter to Shearman Xxxxxxxx & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, letters and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company any Issuer or one any Affiliate of its Affiliatesany Issuer. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will shall be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will shall have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the ActAct of the Securities or the New Securities;
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notesany Issuer; and
(iv) if such Holder is not prohibited an Exchanging Dealer, then such Holder will deliver a Prospectus in connection with a sale of any New Securities received by any law, rule or policy of the Commission from participating in such Holder pursuant to the Registered Exchange Offer.
(f) Notwithstanding If any other provisions hereofInitial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company will ensure that (i) any Exchange Offer Issuers shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, International Securities Identification Number (ii"ISIN") any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit for such New Securities as for New Securities issued pursuant to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Registration Rights Agreement (Nalco Energy Services Equatorial Guinea LLC), Registration Rights Agreement (Nalco Energy Services Equatorial Guinea LLC)
Registered Exchange Offer. (a) The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the Commission, the Company shall use its commercially reasonable efforts to as promptly as practicable prepare and, not later than 230 days following the Settlement Date, and file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 days of the Settlement Date and (ii) to complete the Registered Exchange Offer within 365 270 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and use its reasonable best efforts to keep the Registered Exchange Offer open for not more than 30 40 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities (in accordance with the procedures set forth in the Exchange Offer Registration Statement) at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all material respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver or cause to be delivered to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (xi) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, letters and (yii) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities to be received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) at the time of the consummation of the Registered Exchange Offer, such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company orCompany; and to make such other representations as may be necessary under applicable Commission rules, if such Holder is an Affiliate, such Holder will comply with regulations or interpretations to render the registration and prospectus delivery requirements use of the Form S-4 or other appropriate form under the Act available.
(f) If, in the reasonable opinion of the Placement Agents, it is not eligible to participate in the Registered Exchange Offer with respect to the extent applicable in connection with exchange of Securities constituting any portion of an unsold allotment, at the resale request of the Exchange Notes; and
(iv) Placement Agents, the Company shall issue and deliver to the Placement Agents or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from the Placement Agents, in exchange for such Holder is not prohibited by any lawSecurities, rule or policy a like principal amount of New Securities. The Company shall use its reasonable best efforts to cause the Commission from participating in CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Registration Rights Agreement (Kansas City Southern), Registration Rights Agreement (TFM Sa De Cv)
Registered Exchange Offer. (a) The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the Commission, the Company shall use its commercially reasonable efforts to as promptly as practicable prepare and, not later than 230 days following the Settlement Date, and file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 days of the Settlement Date and (ii) to complete the Registered Exchange Offer within 365 270 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Notes for New Notes for Exchange Notes (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange New Notes in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange New Notes and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange New Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and use its commercially reasonable efforts to keep the Registered Exchange Offer open for not more than 30 40 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange New Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee Trustee, or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes (in accordance with the procedures set forth in the Exchange Offer Registration Statement) at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange New Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange New Notes in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange New Notes; and
(vii) comply in all material respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver or cause to be delivered to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes so accepted for exchange; and
(iii) cause the Trustee to promptly to authenticate and deliver to each Holder of New Notes a principal amount of Exchange New Notes equal to the principal amount of the New Notes of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange New Notes (xi) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, letters and (yii) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange New Notes obtained by such Holder in exchange for New Notes acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange New Notes to be received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) at the time of the consummation of the Registered Exchange Offer, such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange New Notes within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company orCompany; and to make such other representations as may be necessary under applicable Commission rules, if such Holder is an Affiliate, such Holder will comply with regulations or interpretations to render the registration and prospectus delivery requirements use of the Form S-4 or other appropriate form under the Act available.
(f) If, in the reasonable opinion of the Initial Purchasers, an Initial Purchaser is not eligible to participate in the Registered Exchange Offer with respect to the extent applicable in connection with exchange of Notes constituting any portion of an unsold allotment, at the resale request of the Exchange Initial Purchasers, the Company shall issue and deliver to the Initial Purchasers or the person purchasing New Notes registered under a Shelf Registration Statement as contemplated by Section 3 hereof from the Initial Purchasers, in exchange for such Notes; and
(iv) , a like principal amount of New Notes. The Company shall use its commercially reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Notes as for New Notes issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Registration Rights Agreement (Kansas City Southern De Mexico, S.A. De C.V.), Registration Rights Agreement (Kansas City Southern)
Registered Exchange Offer. (a) The Company Issuers shall prepare and use its commercially their reasonable best efforts to prepare and, not later than 230 days following the Settlement Date, file with the Commission and cause to become effective the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuers shall use its their commercially reasonable efforts to (i) cause the Registered Exchange Offer Registration Statement to become effective be completed under the Act within 320 300 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange New Notes Securities for Exchange Notes Securities (provided assuming that such Holder (i) is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesIssuers, (ii) acquires the Exchange Notes Securities in the ordinary course of such Holder’s business, (iii) has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and Securities, (iv) is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange OfferOffer and (v) is not an Initial Purchaser holding Securities that have the status of an unsold allotment remaining from the initial distribution of the Securities) to trade such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company Issuers shall:
(i) deliver mail or otherwise make available cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than at least 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered to the Holders (or, in each case, or longer if required by applicable law)) after the date notice thereof is mailed to the Holders;
(iii) use its their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act Act, to ensure that it is available for sales of Exchange Notes Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the Exchange Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes; and
(vii) comply in all respects with all other applicable law.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n) all New Notes so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes a principal amount of Exchange Notes equal to the principal amount of the New Notes of such Holder that the Company has accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge and agree that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) noand (B) including a representation that the Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Securities in the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Securities; and
(vii) comply in all respects with all laws applicable to the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(r) hereof all Securities so accepted for exchange; and
(iii) cause the Exchange Securities Trustee promptly to authenticate and deliver to each Holder of Securities a principal amount of Exchange Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-action lettersDealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, letters and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company any Issuer or one any Affiliate of its Affiliatesany Issuer. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes Securities received by such Holder will shall be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will shall have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the ActAct of the Securities or the Exchange Securities;
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesIssuers; and
(iv) if such Holder is not prohibited an Exchanging Dealer, then such Holder will deliver a Prospectus in connection with a sale of any Exchange Securities received by any law, rule or policy of the Commission from participating in such Holder pursuant to the Registered Exchange Offer.
(f) Notwithstanding If any other provisions hereofInitial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company will ensure that (i) any Issuers shall issue and deliver to such Initial Purchaser or the person purchasing Exchange Offer Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of Exchange Securities. The Issuers shall use their reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, International Securities Identification Number (ii“ISIN”) any for such Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit Securities as for Exchange Securities issued pursuant to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Registration Rights Agreement (Graham Packaging Acquisition Corp.), Registration Rights Agreement (Graham Packaging Acquisition Corp.)
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 90 days following the Settlement DateIssue Date (or if such 90th day is not a Business Day, the next succeeding Business Day), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become be declared effective by the Commission under the Act within 320 180 days of the Settlement Issue Date (or if such 180th day is not a Business Day, the next succeeding Business Day) and (ii) complete consummate the Registered Exchange Offer with respect to all then-outstanding Registrable Securities within 365 220 days of the Settlement DateIssue Date (or if such 220th day is not a Business Day, the next succeeding Business Day).
(b) Upon Promptly after the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange New Notes Registrable Securities for Exchange Notes (provided that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders if the Company is unable to ascertain a mailing address for any Holder, such Holder will be deemed to have received the documents referred to above upon delivery of such documents to The the Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law) (midnight New York City time, on the last Business Day on which the Registered Exchange Offer is open is referred to herein as the “Expiration Date”);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes at any time prior to 5:00 p.m. (midnight, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes; and
(viivi) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Registrable Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) accept for exchange all New Notes properly tendered pursuant to the Private Exchange;
(iii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all Registrable Securities or New Notes so accepted for exchange; and
(iiiiv) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Registrable Securities a principal amount of Exchange Notes Notes, as the case may be, equal to the principal amount of the New Notes Registrable Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer who is a Holder and any such Holder using who uses the Registered Exchange Offer to participate in a distribution of the Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes obtained by such Holder in exchange for New Notes Registrable Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation to the Company (which may be contained in the letter of transmittal or “agent’s message” transmitted via The Depository Trust Company’s Automated Tender Offer Procedures, in either case contemplated by the Exchange Offer Registration Statement) that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange OfferCompany.
(f) Notwithstanding any other provisions hereofanything to the contrary in this Section 2, the obligations of the Company will ensure under this Section 2 shall terminate with respect to any New Note that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies ceases to be a Registrable Security in all material respects accordance with the Act and the rules and regulations definition of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading“Registrable Securities.”
Appears in 2 contracts
Samples: Registration Rights Agreement (Ford Motor Credit Co LLC), Registration Rights Agreement (Ford Motor Credit Co LLC)
Registered Exchange Offer. (a) The Company Issuers shall use its their commercially reasonable efforts to prepare and, not later than 230 days following the Settlement Date, and file with the Commission the Exchange Offer Registration Statement Statements with respect to the each Registered Exchange Offer. The Company Issuers shall use its their commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement Statements to become effective under the Securities Act within 320 300 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the applicable Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, with respect to the Class of Securities registered pursuant to such Exchange Offer Registration Statement, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities of such Class for New Notes for Exchange Notes Securities of that Class (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notesany Issuer, acquires the Exchange Notes New Securities in the ordinary course of such HolderXxxxxx’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the a Registered Exchange OfferOffer of a Class of Securities, the Company Issuers shall:
(i) deliver or otherwise make available mail to each Holder of such Class a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the such Holders (or, in each case, longer if required by applicable law);
(iii) use its their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Securities Act, supplemented and amended as required required, under the Securities Act to ensure that it is available for sales of Exchange Notes New Securities of such Class by Exchanging Dealers during the applicable Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit such Holders to withdraw tendered New Notes Securities of such Class at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the related Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is Issuers are conducting the such Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the such Registered Exchange Offer and that, to the Company’s best of the Issuers’ information and belief, each Holder participating in the such Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all material respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the a Registered Exchange OfferOffer of a Class of Securities, the Company Issuers shall:
(i) accept for exchange all New Notes validly Securities of such Class tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities of such Class equal to the principal amount of the New Notes Securities of such Class of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Brokerbroker-Dealer dealer and any such Holder using the a Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman Xxxxxxxx & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Securities Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company Issuers or one of its their Affiliates. Accordingly, each Holder participating in the a Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuers that, at the time of the consummation of the such Registered Exchange Offer:
(i) any Exchange Notes New Securities to be received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes (within the meaning of the Securities Act) of the applicable Securities or the applicable New Securities;
(iii) such Holder is not an Affiliate of any of the Company or, Issuers;
(iv) if such Holder is an Affiliatenot a broker-dealer, such Holder will comply with that it is not engaged in, and does not intend to engage in, the registration and prospectus delivery requirements distribution of the Act to the extent applicable in connection with the resale of the Exchange NotesNew Securities; and
(ivv) if such Holder is a broker-dealer that will receive New Securities for its own account in exchange for any Securities that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus in connection with any resale of such New Securities.
(f) If any Initial Purchaser determines that it is not prohibited eligible to participate in a Registered Exchange Offer with respect to the exchange of Securities of either Class constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the person purchasing New Securities of such Class registered under a Shelf Registration Statement as contemplated by any lawSection 3 hereof from such Initial Purchaser, rule or policy in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their commercially reasonable efforts to cause the Commission from participating in CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities of such Class issued pursuant to a Registered Exchange Offer.
(fg) Notwithstanding any other provisions hereofInterest on each New Security issued pursuant to a Registered Exchange Offer will accrue (i) from the later of (A) the last interest payment date on which interest was paid on the Securities surrendered in exchange therefor and (B) if the Securities are surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the Company will ensure date of such interest payment date, or (ii) if no interest has been paid on the Securities, from the Closing Date.
(h) The obligations of the Issuers under a Registered Exchange Offer shall be subject to the conditions that (i) any such Registered Exchange Offer Registration Statement and does not violate applicable law or any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations applicable interpretation of the Commission thereunder, staff of the Commission; (ii) no action or proceeding shall have been instituted in any court or by any governmental agency which might materially impair the ability of the Issuers to proceed with such Registered Exchange Offer Registration Statement Offer, and no material adverse development shall have occurred in any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact existing action or omit proceeding with respect to state a material fact required to be stated therein or necessary to make the statements therein not misleading Issuers and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of all governmental approvals required for the consummation of the such Registered Exchange OfferOffer by the Issuers shall have been obtained. Notwithstanding anything to the contrary set forth above in this Section 2, include an untrue statement of the requirements to commence and complete a material fact or omit to state a material fact necessary in order to make the statements therein, in the light Registered Exchange Offer shall terminate at such time as all of the circumstances under which they were made, not misleadingSecurities are Freely Tradable.
Appears in 2 contracts
Samples: Registration Rights Agreement (Clear Channel Communications Inc), Registration Rights Agreement (C C Media Holdings Inc)
Registered Exchange Offer. (a) The Company and the Guarantors shall use its commercially reasonable efforts to prepare and, not later than 230 120 days following after the Settlement DateIssue Date (or if such 120th day is not a Business Day, the next succeeding Business Day), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company and the Guarantors shall use its their respective commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 210 days of the Settlement Issue Date and (ii) complete or if such 210th day is not a Business Day, the Registered Exchange Offer within 365 days of the Settlement Datenext succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person Person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company and the Guarantors shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its their respective commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988)) and, Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company and the Guarantors shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n5(s) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, transaction and any secondary resale transactions by such Holder transaction must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person Person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or(or if it is, if such Holder is an Affiliate, such Holder that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable in connection with the resale of the Exchange Notes; andapplicable).
(ivf) such Holder If any Initial Purchaser determines that it is not prohibited eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by any lawSection 3 hereof from such Initial Purchaser, rule or policy in exchange for such Securities, a like principal amount of New Securities. The Company shall use its best efforts to cause the Commission from participating in CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Registration Rights Agreement (Marquee Holdings Inc.), Registration Rights Agreement (Amc Entertainment Inc)
Registered Exchange Offer. (a) The Unless not permitted by applicable law or applicable interpretations thereof by the Commission’s staff, the Company and the Guarantor shall use its commercially reasonable efforts to prepare and, not later than 230 days following the Settlement Date, and file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company and the Guarantor shall use its commercially their reasonable best efforts to (i) to cause the Exchange Offer Registration Statement to become effective under the Act within 320 days of the Settlement Date and (ii) not later than October 31, 2004, to complete the Registered Exchange Offer. The Company and the Guarantor may in their discretion accept Registrable Securities after the date that the Company consummates the Registered Exchange Offer within 365 days with respect to Registrable Securities tendered as of the Settlement Datedate of such consummation and, for purposes of this Agreement, the Registered Exchange Offer shall be deemed to have been timely consummated.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantor shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesGuarantor, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United StatesAct.
(c) In connection with the Registered Exchange Offer, the Company and the Guarantor shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 40 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, and supplemented and amended as required under the Act Act, to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee Trustee, or an Affiliate of the Trusteeit;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;; and
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in if then required under applicable interpretations or request by the Commission staff, provide a supplemental letter to the Commission, Commission (A) state stating that the Company is and the Guarantor are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has and the Guarantor have not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Companybest of the Company and the Guarantor’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company and the Guarantor shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause instruct the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or the Guarantor or one of its their Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company and the Guarantor that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder or the Guarantor.
(f) If any Initial Purchaser determines that it is an Affiliate, such Holder will comply not eligible to participate in the Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company and the Guarantor shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Company and the resale of Guarantor shall use their reasonable best efforts to cause the Exchange Notes; and
(iv) CUSIP Service Bureau to issue the same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Registration Rights Agreement (CSN Islands IX Corp.), Registration Rights Agreement (CSN Islands IX Corp.)
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 180 days following the Settlement Datedate of the original issuance of the Securities, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Securities Act within 320 360 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days date of the Settlement Dateoriginal issuance of the Securities.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and unless separately agreed in writing, not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required required, under the Securities Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in if requested or required by the Commission, provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation cancelation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements requirement of the Securities Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder transaction which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Securities Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Securities Act;; and
(iii) such Holder is not an Affiliate of the Company or, or if such Holder it is an Affiliate, such Holder will comply with the registration and prospectus Prospectus delivery requirements of the Securities Act to the extent applicable in connection with the resale of the Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offerapplicable.
(f) Notwithstanding any other provisions hereofIf, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit prior to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an untrue statement unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a material fact or omit to state a material fact necessary in order to make the statements thereinShelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Company shall use its reasonable best efforts to cause the light of CUSIP Service Bureau to issue the circumstances under which they were made, not misleadingsame CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 2 contracts
Samples: Registration Rights Agreement (Arauco & Constitution Pulp Inc), Registration Rights Agreement (Arauco & Constitution Pulp Inc)
Registered Exchange Offer. (a) The Company Issuers shall use its commercially reasonable efforts to prepare and, not later than 230 210 days following the Settlement DateClosing Date (or if such 210th day is not a Business Day, the next succeeding Business Day), shall use commercially reasonable efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuers shall use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 270 days of the Settlement Closing Date and (ii) complete or if such 270th day is not a Business Day, the Registered Exchange Offer within 365 days of the Settlement Datenext succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder (i) is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements any of the Act to the extent applicable in connection with the resale of the Exchange NotesIssuers, (ii) acquires the Exchange Notes New Securities in the ordinary course of such Holder’s 's business, (iii) has no arrangements or understandings with any person to participate in the distribution (within the meaning of the ActNew Securities, (iv) of the Exchange Notes and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange OfferOffer and (v) is not a Placement Agent holding Securities that have the status of an unsold allotment remaining from the initial distribution of the Securities) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company Issuers shall:
(i) deliver mail or otherwise make available cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act Act, to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include including a representation that the Company has Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Issuers' information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other laws applicable lawto the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuers shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(r) hereof all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s 's letter to Shearman Xxxxxxxx & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, letters and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company any Issuer or one any Affiliate of its Affiliatesany Issuer. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will shall be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will shall have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the ActAct of the Securities or the New Securities;
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notesany Issuer; and
(iv) if such Holder is not prohibited an Exchanging Dealer, then such Holder will deliver a Prospectus in connection with a sale of any New Securities received by any law, rule or policy of the Commission from participating in such Holder pursuant to the Registered Exchange Offer.
(f) Notwithstanding If any other provisions hereofPlacement Agent determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Placement Agent, the Company will ensure that (i) any Exchange Offer Issuers shall issue and deliver to such Placement Agent or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Placement Agent, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, International Securities Identification Number (ii"ISIN") any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit for such New Securities as for New Securities issued pursuant to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Registration Rights Agreement (Dresser-Rand Group Inc.), Registration Rights Agreement (Dresser-Rand Group Inc.)
Registered Exchange Offer. (a) The Company and the Guarantors shall use its commercially their respective reasonable best efforts to prepare and, not later than 230 days following the Settlement Date, and file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange OfferOffer within 150 days after the Closing Date (or, if such 150th day is not a Business Day, the next succeeding Business Day). The Company and the Guarantors shall use its commercially their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 270 days of after the Settlement Closing Date and (ii) complete or, if such 270th day is not a Business Day, the Registered Exchange Offer within 365 days of the Settlement Datenext succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange New Notes Securities for Exchange Notes (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notesany Guarantor, acquires the Exchange Notes in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United StatesAct.
(c) In connection with the Registered Exchange Offer, the Company and the Guarantors shall:
(i) deliver mail or otherwise make available cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use its commercially their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York CityOffer, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in if requested by the staff of the Commission, provide a supplemental letter to the Commission, Commission (A) state stating that the Company is and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has and the Guarantors have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s and the Guarantors’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes; and
(vii) comply in all material respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company and the Guarantors shall:
(i) accept for exchange all New Notes validly Securities properly tendered and not validly withdrawn pursuant to the Registered Exchange OfferOffer on or prior to its expiration;
(ii) deliver or cause to be delivered to the Trustee for cancellation in accordance with Section 4(n4(r) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company Company, the Guarantors or one of its their respective Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements or any of the Act to the extent applicable in connection with the resale of the Exchange Notes; andGuarantors.
(ivf) such Holder If any Initial Purchaser determines that it is not prohibited by any law, rule law or Commission policy of the Commission from participating in the Registered Exchange Offer.
(f) Notwithstanding Offer with respect to the exchange of Securities constituting any other provisions hereofportion of an unsold allotment, at the request of such Initial Purchaser, the Company will ensure that (i) any Exchange Offer and the Guarantors shall issue and deliver to the person purchasing Securities registered under a Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to as contemplated by Section 3 hereof from such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinInitial Purchaser, in the light exchange for such Securities, a like principal amount of the circumstances under which they were made, not misleadingExchange Notes.
Appears in 2 contracts
Samples: Registration Rights Agreement (Leap Wireless International Inc), Registration Rights Agreement (Leap Wireless International Inc)
Registered Exchange Offer. (a) The Unless not permitted by applicable law, the Company shall use shall, at its commercially reasonable efforts to own cost, prepare and, not later than 230 350 days following (or if the Settlement 350th day is not a business day, the first business day thereafter) after the date of delivery of the Offered Securities (the “Delivery Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6(d) hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Offered Securities, a like aggregate principal amount of debt securities of the Company issued under the Indenture and identical in all material respects to the Offered Securities (except for the removal of transfer restrictions relating to the Offered Securities and the provisions relating to the matters described in Section 6 hereof) (the “Exchange Securities”). The Company shall use its commercially reasonable efforts to (i) cause the such Exchange Offer Registration Statement to become effective under the Securities Act within 320 410 days (or if the 410th day is not a business day, the first business day thereafter) after the Delivery Date (an “effectiveness deadline”) and shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Settlement Date Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). If the Company commences the Registered Exchange Offer, the Company (i) will be entitled to close the Registered Exchange Offer 20 business days after such commencement provided that the Company has accepted all the Offered Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer and (ii) complete shall use commercially reasonable efforts to consummate the Registered Exchange Offer within 365 no later than 40 days (or longer if required by applicable law) after the date on which the Exchange Offer Registration Statement is declared effective (or if the 40th day is not a business day, the first business day thereafter) (such 40th day (or first business day thereafter) being the “Consummation Deadline”). Following the declaration of the Settlement Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange New Notes the Offered Securities for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate affiliate of the Company within the meaning of the Securities Act (or if it is an Affiliate that complies affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable in connection with the resale of the Exchange Notesapplicable), acquires the Exchange Notes Securities in the ordinary course of such Holder’s business, is not a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and is not engaged in, and does not intend to engage in, and has no arrangements arrangement or understandings understanding with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a substantial proportion broker-dealer electing to exchange Offered Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if a Purchaser elects to sell Exchange Securities acquired in exchange for Offered Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Purchaser holds Offered Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Purchaser upon the written request of such Purchaser, in exchange (the “Private Exchange”) for the Offered Securities held by such Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Offered Securities (the “Private Exchange Securities”). The Offered Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.
(c) ” In connection with the Registered Exchange Offer, the Company shall:
(ia) deliver mail or otherwise make available furnish to each Holder a copy of the Prospectus prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(iib) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered to the Holders business days (oror longer, in each case, longer if required by applicable law)) after the date notice thereof is mailed to the Holders;
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(ivc) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York CityYork, which may be the Trustee or an Affiliate affiliate of the Trustee;
(vd) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day business day on which the Registered Exchange Offer is shall remain open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes; and
(viie) otherwise comply with all applicable laws in all respects with all other applicable law.
(d) material respects. As soon as practicable after the close of the Registered Exchange OfferOffer or the Private Exchange, as the case may be, the Company shall:
(ix) accept for exchange all New Notes the Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange OfferOffer and the Private Exchange;
(iiy) deliver to the Trustee for cancellation in accordance with Section 4(n) all New Notes the Offered Securities so accepted for exchange; and
(iiiz) cause the Trustee promptly to authenticate and deliver promptly to each Holder of New Notes a the Offered Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount of Exchange Notes equal to the principal amount of the New Notes Offered Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed . The Indenture provides that the Exchange Securities will not be subject to acknowledge the transfer restrictions set forth in the Indenture and agree that all the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any Broker-Dealer matter. Interest on each Exchange Security and any such Holder using Private Exchange Security issued pursuant to the Registered Exchange Offer to participate and in a distribution of the Private Exchange Notes (x) could not under Commission policy as in effect will accrue from the last interest payment date on which interest was paid on the date of this Agreement rely Offered Securities surrendered in exchange therefor or, if no interest has been paid on the position of the Commission in the Exxon Capital Holdings Corporation (pubOffered Securities, from January 15, 2015. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters, as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. July 2, 1993) and similar no-action letters, and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes obtained by such Holder in exchange for New Notes acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, that at the time of the consummation of the Registered Exchange Offer:
Offer (i) any Exchange Notes Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
, (ii) such Holder is not engaged in, and does not intend to engage in, and will have has no arrangement or understanding with any person to participate in the distribution of the New Notes Offered Securities or the Exchange Notes Securities within the meaning of the Securities Act;
, (iii) such Holder is not an Affiliate “affiliate,” as defined in Rule 405 of the Securities Act, of the Company or, (or if such Holder it is an Affiliateaffiliate, such Holder it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable applicable) or a broker-dealer tendering Offered Securities acquired directly from the Company for its own account and (iv) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in exchange for Offered Securities that were acquired as a result of market-making activities or other trading activities and that it acknowledges its obligations to deliver a prospectus in connection with the any resale of the such Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offer.
(f) Securities. Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectusprospectus, does not, as of the consummation of the Registered Exchange Offer, not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Registration Rights Agreement (HRG Group, Inc.), Registration Rights Agreement (HRG Group, Inc.)
Registered Exchange Offer. (a) The Company and the Guarantor shall use its commercially reasonable efforts to (i) prepare and, not later than 230 150 days following the Settlement date of original issuance of the Notes (the "Issue Date"), file with the Commission a registration statement (the "Exchange Offer Registration Statement Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act") with respect to a proposed offer to the Holders of the Notes (the "Registered Exchange Offer. The ") to issue and deliver to such Holders, in exchange for the Notes, a like aggregate principal amount of debt securities of the Company shall (the "Exchange Notes") that are identical in all material respects to the Notes, except for the transfer restrictions and registration rights relating to the Notes, (ii) use its commercially their reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become be declared effective under the Securities Act within 320 no later than 180 days of after the Settlement Issue Date and (ii) complete the Registered Exchange Offer within 365 to be consummated no later than 210 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective until the closing of the Settlement Date.
(b) Registered Exchange Offer. The Exchange Notes will be issued under the Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantor shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange New Notes for Exchange Notes (provided assuming that such Holder (a) is not an Affiliate affiliate of the Company Company, the Guarantor or is an Affiliate that complies Exchanging Dealer (as defined herein) not complying with the registration and prospectus delivery requirements of the Act next sentence, (b) is not an Initial Purchaser holding Notes that have, or that are reasonably likely to have, the extent applicable status of an unsold allotment in connection with the resale of the Exchange Notesan initial distribution, (c) acquires the Exchange Notes in the ordinary course of such Holder’s business, 's business and (d) has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes Notes) and is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
. The Company, the Guarantor, the Initial Purchasers and each Exchanging Dealer acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Holder that is a broker-dealer electing to exchange Notes, acquired for its own account as a result of market-making activities or other trading activities, for Exchange Notes (can "Exchanging Dealer") is required to deliver a prospectus meeting the requirements of the Securities Act and the applicable interpretations of the staff of the Commission in connection with any resale of Exchange Notes. In connection with the Registered Exchange Offer, the Company and the Guarantor shall:
(ia) deliver or otherwise make available mail to each Holder a copy of the Prospectus prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(iib) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days business days (or longer, if required by applicable law) after the date on which notice thereof of the Registered Exchange Offer is delivered transmitted to the Holders (or, in each case, longer if required by applicable lawsuch period being called the "Exchange Offer Registration Period");
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(ivc) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the TrusteeYork;
(vd) permit Holders to withdraw tendered New Notes at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day business day on which the Registered Exchange Offer is shall remain open;; and
(vie) either (x) otherwise comply in all material respects with all laws that are applicable to the Registered Exchange Offer, including, without limitation, ensuring that the Exchange Offer Registration Statement or (y) prior to effectiveness as of the Exchange Offer Registration Statement, date of its effectiveness) and any prospectus forming part thereof (as of its date) and any amendments or supplements thereto comply in a supplemental letter to all material respects with the Commission, (A) state that Securities Act and the Company is conducting the Registered Exchange Offer in reliance on the position rules and regulations of the Commission thereunder and that such documents do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the Exxon Capital Holdings Corporation (pub. avail. May 13case of any prospectus, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion light of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes; and
(viicircumstances under which they were made) comply in all respects with all other applicable law.
(d) not misleading. As soon as practicable after the close of the Registered Exchange Offer, the Company and the Guarantor shall:
(ia) accept for exchange all New Notes validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(iib) deliver deliver, or cause to be delivered, to the Trustee for cancellation in accordance with Section 4(n) all New Notes so accepted for exchangeexchange by the Company and the Guarantor; and
(iiic) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes a principal amount of Holder, Exchange Notes equal in principal amount to the principal amount of the New Notes of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed . The Company and the Guarantor shall use their reasonable best efforts to acknowledge and agree that any Broker-Dealer and any such Holder using keep the Registered Exchange Offer Registration Statement effective and to participate amend and supplement the prospectus contained therein in a distribution of order to permit such prospectus to be used by all persons subject to the Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters, as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. July 2, 1993) and similar no-action letters, and (y) must comply with the registration and prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Notes; provided that (i) in the case where such prospectus and any amendment or supplement thereto are required by law or applicable interpretations thereof by the staff of the Commission to be delivered by an Exchanging Dealer, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Notes held by them and (ii) the Company shall make such prospectus and any amendment or supplement thereto available to any broker-dealer for use in connection with any secondary resale transaction, and of any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes obtained by such Holder for a period of not less than 180 days after the consummation of the Registered Exchange Offer. Interest on each Exchange Note issued pursuant to the Registered Exchange Offer will accrue from the last interest payment date on which interest was paid on the Notes surrendered in exchange for New Notes acquired therefor or, if no interest has been paid on the Notes, from the Issue Date. The Registered Exchange Offer shall not be subject to any conditions, other than (i) that the Registered Exchange Offer, or the making of any exchange by such Holder directly from a Holder, does not violate applicable law or any applicable interpretation of the staff of the Commission, (ii) that no action or proceeding shall have been instituted or threatened in any court or before any governmental agency with respect to the Registered Exchange Offer which, in the Company's or the Guarantor's reasonable judgment, would materially impair the ability of the Company and the Guarantor to proceed with the Registered Exchange Offer, (iii) that no law, rule or regulation or applicable interpretations of the staff of the Commission has been issued or promulgated which, in the reasonable judgment of the Company or one of its Affiliatesthe Guarantor, does not permit the Company and the Guarantor to effect the Registered Exchange Offer and (iv) that the Holders tender the Notes to the Company in accordance with the Registered Exchange Offer. Accordingly, each Each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, that at the time of the consummation of the Registered Exchange Offer:
Offer (i) any Exchange Notes received by such Holder will be acquired in the ordinary course of such Holder’s business;
, (ii) such Holder is not engaged in, and does not intend to engage in, and will have has no arrangement arrangements or understanding understandings with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the Securities Act;
, (iii) such Holder is not acting on behalf of any Person who could not truthfully make the foregoing representation, (iv) such Holder is not an Affiliate affiliate of the Company or the Guarantor or, if it is such Holder is an Affiliateaffiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable in connection with the resale of the Exchange Notes; and
applicable, and (ivv) such Holder is not prohibited by any law, rule shall make such other representations as may be reasonably necessary under applicable Commission rules or policy regulations or interpretations of the staff of the Commission from participating to render the use of Form F-4 or another appropriate form under the Securities Act available or for the Exchange Offer Registration Statement to be declared effective. To the extent permitted by law, the Company shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Registered Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Notes in the Registered Exchange Offer.
(f) . Notwithstanding any other provisions hereof, the Company and the Guarantor will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectusprospectus, does not, as of the consummation of the Registered Exchange Offer, not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Exchange and Registration Rights Agreement (Bunge LTD), Exchange and Registration Rights Agreement (Bunge LTD)
Registered Exchange Offer. (a) The Company and the Guarantors shall use its commercially reasonable efforts to prepare and, not later than 230 90 days following after the Settlement DateMerger Closing Date (or if such 90th day is not a Business Day, the next succeeding Business Day), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company and the Guarantors shall use its their respective commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 180 days of the Settlement Merger Closing Date and (ii) complete or if such 180th day is not a Business Day, the Registered Exchange Offer within 365 days of the Settlement Datenext succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person Person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company and the Guarantors shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its their respective commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988)) and, Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company and the Guarantors shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n5(s) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, transaction and any secondary resale transactions by such Holder transaction must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person Person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or(or if it is, if such Holder is an Affiliate, such Holder that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable in connection with the resale of the Exchange Notes; andapplicable).
(ivf) such Holder If any Initial Purchaser determines that it is not prohibited eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by any lawSection 3 hereof from such Initial Purchaser, rule or policy in exchange for such Securities, a like principal amount of New Securities. The Company shall use its best efforts to cause the Commission from participating in CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 2 contracts
Samples: Registration Rights Agreement (Amc Entertainment Inc), Registration Rights Agreement (Amc Entertainment Inc)
Registered Exchange Offer. Resales of New Securities by Exchanging Dealers; Private Exchange.
(a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 60 days following after the Settlement Datedate of the original issuance of the Securities, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 120 days after the date of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days original issuance of the Settlement Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange New Notes for Exchange Notes (provided that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes, acquires the Exchange Notes in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United StatesSecurities.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, providedstating, howeverin addition to such other disclosures as are required by applicable law, that Holders electing to have Securities exchanged in the Registered Exchange Offer shall be required to represent that any New Securities to be received by them will be deemed acquired in the ordinary course of their business and that at the time of the commencement of the Registered Exchange Offer they have no arrangement or understanding with any person to have received participate in the documents referred distribution (within the meaning of the Act) of the New Securities and that they are not "affiliates" of the Company as defined in Rule 405 of the Act and that they will comply with the registration and prospectus delivery requirements of the Act to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participantsthe extent applicable;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary as an exchange agent for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, the City of New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes at any time prior to 5:00 p.m. (New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesYork; and
(viiiv) comply in all material respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered 7 7 Exchange Offer;
(ii) deliver deliver, or cause to be delivered, to the Trustee for cancellation in accordance with Section 4(n) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of Securities New Notes a Securities equal in principal amount of Exchange Notes equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder The Purchasers and the Company acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Act, and in the absence of an applicable exemption therefrom, each Exchanging Dealer is hereby deemed required to acknowledge and agree that deliver a Prospectus in connection with a sale of any Broker-New Securities received by such Exchanging Dealer and any such Holder using pursuant to the Registered Exchange Offer to participate in a distribution of the Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters, as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. July 2, 1993) and similar no-action letters, and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company for its own account as a result of market-making activities or one of its Affiliatesother trading activities. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation to the Company that, at the time of the consummation of the Registered Exchange Offershall:
(i) any Exchange Notes received by such Holder will be acquired include the information set forth in Annex A hereto on the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the Act;
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale cover of the Exchange Notes; and
(iv) such Holder is not prohibited by any lawOffer Registration Statement, rule or policy in Annex B hereto in the forepart of the Commission from participating in the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any in a section setting forth details of the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of the Prospectus forming a part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement in Annex D hereto in the Letter of Transmittal delivered pursuant to such Prospectus, does not, as the Registered Exchange Offer; and
(ii) use its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act during the Exchange Offer Registration Period for delivery by Exchanging Dealers in connection with sales of the consummation of New Securities received pursuant to the Registered Exchange Offer, include as contemplated by Section 4(h) below. 8 8
(f) In the event that any Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an untrue statement unsold allotment, at the request of such Purchaser, the Company shall issue and deliver to such Purchaser or the party purchasing New Securities registered under a material fact or omit to state a material fact necessary in order to make the statements thereinShelf Registration Statement as contemplated by Section 3(iii) hereof from such Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Company shall seek to cause the light of CUSIP service bureau to issue the circumstances under which they were made, not misleadingsame CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Company Issuers and the Guarantors shall prepare and use its commercially their reasonable best efforts to prepare and, not later than 230 days following the Settlement Date, file with the Commission and cause to become effective the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuers and the Guarantors shall use its commercially their reasonable best efforts to (i) cause the Registered Exchange Offer Registration Statement to become effective be completed under the Act within 320 360 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Dateafter October 12, 2010.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder (i) is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements any of the Act to the extent applicable in connection with the resale of the Exchange NotesIssuers, (ii) acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, (iii) has no arrangements or understandings with any person to participate in the distribution (within the meaning of the ActNew Securities, (iv) of the Exchange Notes and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange OfferOffer and (v) is not the Initial Purchaser holding Securities that have the status of an unsold allotment remaining from the initial distribution of the Securities) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company Issuers and the Guarantors shall:
(i) deliver mail or otherwise make available cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than at least 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered to the Holders (or, in each case, or longer if required by applicable law)) after the date notice thereof is mailed to the Holders;
(iii) use its commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act Act, to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, City which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is Issuers and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include including a representation that the Company has Issuers and the Guarantors have not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other laws applicable lawto the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuers and the Guarantors shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) hereof all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, letters and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company any Issuer or one any Affiliate of its Affiliatesany Issuer. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will shall be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will shall have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the ActAct of the Securities or the New Securities;
(iii) such Holder is not an Affiliate of the Company any Issuer or any Guarantor or, if such Holder it is an AffiliateAffiliate of an Issuer, such Holder it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in connection the Shelf Registration Statement in accordance with Section 4 hereof in order to have their Securities included in the resale of Shelf Registration Statement and benefit from the Exchange Notesprovisions regarding Registration Default Damages in Section 8 hereof; and
(iv) if such Holder is not prohibited by any lawan Exchanging Dealer, rule or policy then such Holder will comply with the applicable provisions of the Commission Securities Act (including the prospectus delivery requirements thereunder).
(f) If the Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of the Initial Purchaser, the Issuers and the Guarantors shall issue and deliver to the Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from participating the Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers and the Guarantors shall use their commercially reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number and International Securities Identification Number (“ISIN”) for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 90 days following after the Settlement exchange of any Senior Subordinated Notes for Roll-Over Notes (the "Conversion Date"), shall file with the Commission a registration statement (the "Exchange Offer Registration Statement Statement") on an appropriate form under the Securities Act with respect to a proposed offer (the Registered "Exchange Offer") to the Holders of Roll-Over Notes to issue and deliver to such Holders, in exchange for the Roll-Over Notes, a like aggregate principal amount of debt securities of the Company (the "Exchange Notes") identical in all material respects to the Roll-Over Notes, except for the transfer restrictions relating to the Roll-Over Notes. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Securities Act within 320 150 days after the Conversion Date and shall keep the Exchange Offer Registration Statement effective for not less than 20 days (or longer, if required by applicable law) after the date on which notice of the Settlement Date and Exchange Offer is mailed to the Holders of Roll-Over Notes (ii) complete such period being called the Registered "Exchange Offer Registration Period"). The Company shall use its best efforts to consummate the Exchange Offer within 365 195 days of after the Settlement Conversion Date.
(b) . The Exchange Notes will be issued under the Senior Indenture. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Roll-Over Notes electing to exchange New Roll-Over Notes for Exchange Notes (provided assuming that such Holder is not an Affiliate affiliate of the Company or is an Affiliate that complies with within the registration and prospectus delivery requirements meaning of the Act to the extent applicable in connection with the resale of the Exchange NotesSecurities Act, that such Holder acquires the Exchange Notes in the ordinary course of such Holder’s business, 's business and that such Holder has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange OfferNotes) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
. The Company acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, (ci) each Holder of Roll-Over Notes that is a broker-dealer electing to exchange Roll-Over Notes, acquired for its own account as a result of market-making activities or other trading activities, for Exchange Notes (an "Exchanging Dealer"), is required to deliver a prospectus containing the information set forth in Annex A hereto on the cover, in Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and in Annex C hereto in the "Plan of Distribution" section of such prospectus in connection with a sale of any such Exchange Notes received by such Exchanging Dealer pursuant to the Exchange Offer. In connection with the Registered Exchange Offer, the Company shall:
(ia) deliver or otherwise make available mail to each Holder of Roll-Over Notes a copy of the Prospectus prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(iib) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days days after the date on which notice thereof is delivered mailed to the Holders of the Roll-Over Notes (or, in each case, or longer if required by applicable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(ivc) utilize the services of a depositary Depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the TrusteeYork;
(vd) permit Holders of Roll-Over Notes to withdraw tendered New Roll-Over Notes at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day business day on which the Registered Exchange Offer is shall remain open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes; and
(viie) otherwise comply in all respects with all other applicable law.
(d) laws. As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(ia) accept for exchange all New Roll-Over Notes validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(iib) deliver to the Senior Trustee for cancellation in accordance with Section 4(n) all New Roll-Over Notes so accepted for exchange; and
(iiic) cause the Senior Trustee or the Exchange Notes Trustee, as the case may be, promptly to authenticate and deliver to each Holder of New Notes a principal amount of Roll- Over Notes, Exchange Notes equal in principal amount to the principal amount of the New Roll-Over Notes of such Holder that the Company has so accepted for exchange.
(e) Each . Interest on each Exchange Notes issued pursuant to the Exchange Offer will accrue from the last interest payment date on which interest was paid on the Roll-Over Notes surrendered in exchange therefor or, if no interest has been paid on the Roll-Over Notes, from the date of original issue of the Roll-Over Notes. The Company will require each Holder is hereby deemed to acknowledge and agree that any Brokerof Roll-Dealer and any such Holder using Over Notes participating in the Registered Exchange Offer to participate in a distribution of the Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters, as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. July 2, 1993) and similar no-action letters, and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes obtained by such Holder in exchange for New Notes acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, that at the time of the consummation of the Registered Exchange Offer:
Offer (i) any Exchange Notes received by such Holder will be acquired in the ordinary course of such Holder’s business;
, (ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement arrangements or understanding understandings with any person to participate in the distribution of the New Roll-Over Notes or the Exchange Notes within the meaning of the Act;
Securities Act and (iii) such Holder is not an Affiliate affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with within the registration and prospectus delivery requirements meaning of the Act to the extent applicable in connection with the resale of the Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offer.
(f) Securities Act. Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies comply in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectusprospectus, does not, as of the consummation of the Registered Exchange Offer, not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinstatements, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Registered Exchange Offer. (a) The Company and the Guarantors shall use its their respective commercially reasonable efforts to prepare and, not later than 230 days following the Settlement Date, and file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company and the Guarantors shall use its their respective commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 180 days of the Settlement Closing Date and (ii) complete or if such 180th day is not a Business Day, the Registered Exchange Offer within 365 days of the Settlement Datenext succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notesany Guarantor, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company and the Guarantors shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use its their respective commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has and the Guarantors have not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s and the Guarantors’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all material respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company and the Guarantors shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver or cause to be delivered to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company Company, the Guarantors or one of its their respective Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements or any of the Act Guarantors.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company and the Guarantors shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Company and the resale of Guarantors shall use their respective commercially reasonable efforts to cause the Exchange Notes; and
(iv) CUSIP Service Bureau to issue the same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Registered Exchange Offer. (a) a. The Company Issuers shall use its commercially reasonable efforts to prepare and, not later than 230 90 days following the Settlement Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuers shall use its their commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Securities Act within 320 180 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) b. Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder eligible and electing to exchange Securities for New Notes for Exchange Notes Securities (provided that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notesany Issuer, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in in, the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) c. In connection with the Registered Exchange Offer, the Company Issuers shall:
(i) deliver or otherwise make available cause to be delivered to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered to the Holders (or, in each case, or longer if required by applicable law)) after the date notice thereof is mailed to the Holders;
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Securities Act, supplemented and amended as required required, under the Securities Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough continental United States of Manhattan in New York CityAmerica, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;, by sending to the institution specified in the notice, a telex, facsimile transmission or letter received by such time setting forth the name of such Holder, the principal amount of Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s election to have such Securities exchanged; and
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in if reasonably requested by the Initial Purchaser or required by the Commission, provide a supplemental letter to the Commission, Commission (A) state stating that the Company is Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all material respects with all other applicable lawlaws.
(d) d. As soon as practicable after the close of the Registered Exchange Offer, the Company Issuers shall:
(i) accept for exchange all New Notes validly Securities duly tendered and not validly withdrawn pursuant to the Registered Exchange OfferOffer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each participating Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) e. Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Brokerbroker-Dealer dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Securities Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company Issuers or one of its their Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities to be received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Securities Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements any of the Act Issuers.
f. If the Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their commercially reasonable efforts to cause the resale of CUSIP Service Bureau to issue the Exchange Notes; and
(iv) same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Merge Healthcare Inc)
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 90 days following the Settlement Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 150 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in The City of New York CityYork, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s 's letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder Company.
(f) If any Initial Purchaser determines that it is an Affiliate, such Holder will comply not eligible to participate in the Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Company shall use its best efforts to cause the resale of CUSIP Service Bureau to issue the Exchange Notes; and
(iv) same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Synovus Financial Corp)
Registered Exchange Offer. (a) The Company Issuer and the Guarantors shall prepare and use its their commercially reasonable efforts to prepare and, not later than 230 days following the Settlement Date, file with the Commission and cause to become effective the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuer and the Guarantors shall use its their commercially reasonable efforts to (i) cause the Registered Exchange Offer Registration Statement to become effective be completed under the Act within 320 210 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder (i) is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesIssuer, (ii) acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, (iii) has no arrangements or understandings with any person to participate in the distribution (within the meaning of the ActNew Securities, (iv) of the Exchange Notes and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange OfferOffer and (v) is not an Initial Purchaser holding Securities that have the status of an unsold allotment remaining from the initial distribution of the Securities) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company Issuer and the Guarantors shall:
(i) deliver mail or otherwise make available cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than at least 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered to the Holders (or, in each case, or longer if required by applicable law)) after the date notice thereof is mailed to the Holders;
(iii) use its their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act Act, to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, City which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission as reasonably required (A) state stating that the Company is Issuer and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include including a representation that the Company has Issuer and the Guarantors have not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Companybest of the Issuer’s information and beliefbelief (which may be based upon representations of the Holders under this Agreement or otherwise), each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other laws applicable lawto the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuer and the Guarantors shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(r) hereof all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, letters and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company Issuer or one any Affiliate of its Affiliatesthe Issuer. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuer that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will shall be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will shall have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the ActAct of the Securities or the New Securities;
(iii) such Holder is not an Affiliate of the Company Issuer or any Guarantor or, if such Holder it is an AffiliateAffiliate of the Issuer, such Holder it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable and will provide information to be included in connection the Shelf Registration Statement in accordance with Section 4 hereof in order to have their Securities included in the resale of Shelf Registration Statement and benefit from the Exchange Notesprovisions regarding Registration Default Damages in Section 8 hereof; and
(iv) if such Holder is not prohibited by any lawan Exchanging Dealer, rule or policy then such Holder will comply with the applicable provisions of the Commission Act (including the prospectus delivery requirements thereunder).
(f) If any Initial Purchaser reasonably determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities consti- tuting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuer and the Guarantors shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from participating such Initial Purchasers, in exchange for such Securities, a like principal amount of New Securities. The Issuer and the Guarantors shall use their commercially reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number and International Securities Identification Number (“ISIN”) for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Registered Exchange Offer. (a) The Company and the Guarantors shall use its commercially reasonable efforts to prepare and, not later than 230 60 days following the Settlement date of the original issuance of the Securities (the "Issue Date"), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 150 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Issue Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesGuarantors, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company and the Guarantors shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required under by the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988)) and XXXXXX XXXXXXX AND CO., Xxxxxx Xxxxxxx & Co., Inc. INC. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has and the Guarantors have not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s 's and the Guarantor's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all material respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company and the Guarantors shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n5(s) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pubXXXXXX XXXXXXX AND CO., INC. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action lettersand EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with or the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange OfferGuarantors.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Registered Exchange Offer. (a) The Company Unless prohibited by applicable law or regulations of the Commission, the Issuer shall use its commercially reasonable efforts to prepare and, not later than 230 days following the Settlement Date, and file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuer shall use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 days of the Settlement Date and (ii) complete consummate the Registered Exchange Offer within 365 days of the Settlement Dateconsummation of the LIN Merger.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, unless the Company Registered Exchange Offer would not be permitted by applicable law or Commission policy, the Issuer shall promptly as soon as commercially practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided and assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies in compliance with the registration and prospectus delivery requirements of the Act to the extent applicable all representations set forth in connection with the resale of the Exchange Notes, acquires the Exchange Notes in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the ActSection 2(e) of the Exchange Notes and is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offerbelow) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. Notwithstanding anything contained herein, the Issuer shall not be required to make the Registered Exchange Offer, or accept Notes surrendered for exchange by holders resident, in any jurisdiction outside the United States where prohibited by applicable law (without being required to make any filing or seek any exemption hereunder).
(c) In connection with the Registered Exchange Offer, the Company Issuer shall:
(i) deliver mail or otherwise make available cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required required, under the Act Act, to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company Issuer is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include including a representation that the Company Issuer has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Companybest of the Issuer’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all material respects with all other laws applicable lawto the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuer shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(r) hereof all New Notes Securities so accepted for exchange; and
(iii) use its commercially reasonable efforts to cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange, provided that, in the case of any Notes held in global form by a depository, authentication and delivery to such depository of one or more replacement Notes in global form in an equivalent principal amount thereto for the account of such Holders in accordance with the Indenture shall satisfy such authentication and delivery requirement.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, letters and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company Issuer or one any Affiliate of its Affiliatesthe Issuer. Accordingly, each Holder participating that participates in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuer in writing that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities to be received by such Holder will shall be acquired in the ordinary course of such Holder’s its business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will shall have no arrangement or understanding with any person Person to participate in the distribution of the New Notes or the Exchange Notes (within the meaning of the Act) of the New Securities in violation of the provisions of the Act or Commission policy;
(iii) such Holder is not an Affiliate of the Company oror any Guarantor;
(iv) if such Holder is not a Broker-Dealer, it is not engaged in, and does not intend to engage in, a distribution of New Securities;
(v) if such Holder is an AffiliateExchanging Dealer, such Holder it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable deliver a Prospectus in connection with the any resale of the Exchange Notessuch New Securities; and
(ivvi) such Holder has the full power and authority to transfer the Securities in exchange for the New Securities and that the Issuer will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims.
(f) If any Initial Purchaser determines that it is not prohibited eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuer shall issue and deliver to such Initial Purchaser (exclusively for resale under a Shelf Registration Statement) or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by any lawSection 3 hereof from such Initial Purchaser, rule or policy in exchange for such Securities, a like principal amount of New Securities. The Issuer shall use its commercially reasonable efforts to cause the Commission from participating in CUSIP Service Bureau to issue the same CUSIP number and International Securities Identification Number (“ISIN”) for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Registered Exchange Offer. (a) The Company Obligors shall use its commercially reasonable efforts to prepare and, not later than 230 90 days following the Settlement Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Obligors shall use its commercially their respective reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 180 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Obligors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange New Notes for Exchange Notes (provided that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes, acquires the Exchange Notes in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company Obligors shall:
(i) deliver or otherwise make available after effectiveness of the Exchange Offer Registration Statement, promptly mail to each Holder a copy of the final Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use its commercially their respective reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission substantially to the following effect: (A) state stating that the Company is Obligors are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) other similar no-action letters, ; and (B) include including a representation that none of the Company Obligors has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Obligors' information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Obligors shall:
(i) accept for exchange all New Notes Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s 's letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company Obligors or one any of its their Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent in writing (which may be contained in the applicable letter of transmittal for the Registered Exchange Offer) to the Company Obligors that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s its business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, any Obligor or if such Holder it is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable in connection with applicable;
(iv) if the resale Holder is not a Broker-Dealer, such Holder is not engaged in, and does not intend to engage in, the distribution of the Exchange NotesNew Securities; and
(ivv) such if the Holder is a Broker-Dealer that it will receive New Securities for its own account in exchange for the Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such New Securities.
(f) If any Initial Purchaser determines that it is not prohibited eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Obligors shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by any lawSection 3 hereof from such Initial Purchaser, rule or policy in exchange for such Securities, a like principal amount of New Securities, provided that such exchange is permitted by applicable law and the Commission from participating in policies of The Depository Trust Company. The Obligors shall use their respective reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Registered Exchange Offer. (a) The Company shall use its commercially reasonable best efforts to prepare and, not later than 230 105 days following the Settlement Closing Date, file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 150 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act Act, to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;; and
(vi) either (x) otherwise comply in the Exchange Offer Registration Statement or (y) prior all material respects with all laws applicable to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes; and
(vii) comply in all respects with all other applicable lawOffer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(ec) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are arc of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) at the time of the commencement of the Registered Exchange Offer, such Holder is not engaged inhas no arrangement, and does not intend to engage in, and will have no arrangement intent or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;
(iii) such Holder is not an Affiliate of the Company or, or if such Holder it is an AffiliateAffiliate of the Company, such Holder that it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with applicable;
(iv) if such Holder is a Broker-Dealer, that it meets the resale definition of the Exchange Notesan “Exchanging Dealer”; and
(ivv) if such Holder is a Broker-Dealer, that it is not prohibited acting on behalf of any person who could not truthfully and completely make the foregoing representations.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by any lawSection 3 hereof from such Initial Purchaser, rule or policy in exchange for such Securities, a like principal amount of New Securities. The Company shall use its reasonable best efforts to cause the Commission from participating in CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Registered Exchange Offer. (a) The Company shall use its commercially reasonable best efforts to prepare and, not later than 230 105 days following the Settlement Closing Date, file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 150 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act Act, to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;; and
(vi) either (x) otherwise comply in the Exchange Offer Registration Statement or (y) prior all material respects with all laws applicable to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes; and
(vii) comply in all respects with all other applicable lawOffer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not not, under Commission policy as in effect on the date of this Agreement Agreement, rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) at the time of the commencement of the Registered Exchange Offer, such Holder is not engaged inhas no arrangement, and does not intend to engage in, and will have no arrangement intent or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;
(iii) such Holder is not an Affiliate of the Company or, or if such Holder it is an AffiliateAffiliate of the Company, such Holder that it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with applicable;
(iv) if such Holder is a Broker-Dealer, that it meets the resale definition of the Exchange Notesan “Exchanging Dealer”; and
(ivv) if such Holder is a Broker-Dealer, that it is not prohibited acting on behalf of any person who could not truthfully and completely make the foregoing representations.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by any lawSection 3 hereof from such Initial Purchaser, rule or policy in exchange for such Securities, a like principal amount of New Securities. The Company shall use its reasonable best efforts to cause the Commission from participating in CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 90 days following the Settlement date of the original issuance of the Securities (the “Issue Date”) (or if such 90th day is not a Business Day, the next succeeding Business Day), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 180 days of the Settlement Issue Date and (ii) complete or if such 180th day is not a Business Day, the Registered Exchange Offer within 365 days of the Settlement Datenext succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each registered Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date on which notice thereof is delivered mailed to the registered Holders (or, in each case, longer longer, if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period; provided that if any Initial Purchaser holds Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company) after the expiration of the Exchange Offer Registration Period, that Initial Purchaser shall have the right, for 90 days immediately following the expiration of the Exchange Offer Registration Period, to request the Company to prepare a prospectus for use by that Initial Purchaser for sales of New Securities, and the Company shall use its reasonable best efforts to prepare that prospectus for such use;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in if requested or required by the Commission, provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n5(r) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder transaction which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company orCompany, or if such Holder it is an Affiliate, such Holder it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes; andapplicable.
(ivf) such Holder If any Initial Purchaser determines that it is not prohibited eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by any lawSection 3 hereof from such Initial Purchaser, rule or policy in exchange for such Securities, a like principal amount of New Securities. The Company shall use its reasonable best efforts to cause the Commission from participating in CUSIP Service Bureau to issue the same CUSIP numbers for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 90 days following the Settlement Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 195 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act Act, to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver deliver, or cause to be delivered, to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s 's letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder Company.
(f) If any Initial Purchaser determines that it is an Affiliate, such Holder will comply not eligible to participate in the Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Company shall use its reasonable efforts to cause the resale of CUSIP Service Bureau to issue the Exchange Notes; and
(iv) same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Brinker International Inc)
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 120 days following the Settlement Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 180 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered to the Holders (or, in each case, or longer if required by applicable law), and not more than 45 Business Days after the date notice thereof is mailed to the Holders;
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) , provided such withdrawal is made in accordance with the terms of the Exchange Offer Registration Statement or and letter of transmittal and related documents;
(yvi) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange OfferOffer in accordance with the terms of the Exchange Offer Registration Statement and letter of transmittal and related documents;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s 's letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation commencement of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have has no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder Company.
(f) If any Initial Purchaser determines that it is an Affiliate, such Holder will comply not eligible to participate in the Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Company shall use commercially reasonable efforts to cause the resale of CUSIP Service Bureau to issue the Exchange Notes; and
(iv) same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Southern Copper Corp/)
Registered Exchange Offer. (a) The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the Commission, the Company shall use its commercially reasonable efforts to as promptly as practicable prepare and, not later than 230 days following the Settlement Date, and file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 days of the Settlement Date and (ii) to complete the Registered Exchange Offer within 365 270 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and use its reasonable best efforts to keep the Registered Exchange Offer open for not more than 30 40 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities (in accordance with the procedures set forth in the Exchange Offer Registration Statement) at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all material respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver or cause to be delivered to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (xi) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman Xxxxxxxx & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, letters and (yii) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities to be received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) at the time of the consummation of the Registered Exchange Offer, such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company orCompany; and to make such other representations as may be necessary under applicable Commission rules, if such Holder is an Affiliate, such Holder will comply with regulations or interpretations to render the registration and prospectus delivery requirements use of the Form S-4 or other appropriate form under the Act available.
(f) If, in the reasonable opinion of the Placement Agents, it is not eligible to participate in the Registered Exchange Offer with respect to the extent applicable in connection with exchange of Securities constituting any portion of an unsold allotment, at the resale request of the Exchange Notes; and
(iv) Placement Agents, the Company shall issue and deliver to the Placement Agents or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from the Placement Agents, in exchange for such Holder is not prohibited by any lawSecurities, rule or policy a like principal amount of New Securities. The Company shall use its reasonable best efforts to cause the Commission from participating in CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Kansas City Southern)
Registered Exchange Offer. (a) The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the Commission, the Company shall use its commercially reasonable efforts to as promptly as practicable prepare and, not later than 230 days following the Settlement Date, and file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 days of the Settlement Date and (ii) to complete the Registered Exchange Offer within 365 270 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for the applicable Series of New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes such New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes such New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participantstransmittal;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and use its commercially reasonable efforts to keep the Registered Exchange Offer open for not more than 30 40 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee Trustee, or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities (in accordance with the procedures set forth in the Exchange Offer Registration Statement) at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notesapplicable Series of New Securities; and
(vii) comply in all material respects with all other applicable lawlaws.
(d) As soon as practicable after the close expiration of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver or cause to be delivered to the Trustee for cancellation in accordance with Section 4(n4(s) hereof all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes any Series of Securities a principal amount of Exchange Notes the applicable Series of New Securities equal to the principal amount of the New Notes such Series of Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (xi) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman Xxxxxxxx & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, letters and (yii) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(iA) any Exchange Notes New Securities to be received by such Holder will be acquired in the ordinary course of such Holder’s business;
(iiB) at the time of the consummation of the Registered Exchange Offer, such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes applicable Series of Securities or the Exchange Notes applicable Series of New Securities within the meaning of the Act;; and
(iiiC) such Holder is not an Affiliate of the Company orCompany; and to make such other representations as may be necessary under applicable Commission rules, if such Holder is an Affiliate, such Holder will comply with regulations or interpretations to render the registration and prospectus delivery requirements use of the Act to the extent applicable in connection with the resale of the Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule Form S-4 or policy of the Commission from participating in the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with appropriate form under the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingavailable.
Appears in 1 contract
Samples: Registration Rights Agreement (Kansas City Southern)
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 90 days following the Settlement DateClosing Date (or, if such day is not a Business Day, the next succeeding Business Day), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 180 days of the Settlement Closing Date and (ii) complete or, if such day is not a Business Day, the next succeeding Business Day). The Company shall use its commercially reasonable efforts to cause the Registered Exchange Offer to be consummated within 365 225 days of the Settlement DateClosing Date (or, if such day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York CityOffer, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder Company.
(f) If any Initial Purchaser determines that it is an Affiliate, such Holder will comply not eligible to participate in the Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Company shall use its commercially reasonable efforts to cause the resale of CUSIP Service Bureau to issue the Exchange Notes; and
(iv) same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Advanced Micro Devices Inc)
Registered Exchange Offer. (a) The Company company shall use its commercially reasonable efforts to prepare and, not later than 230 90 days following the Settlement Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company the company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement statement to become effective under the Act within 320 180 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act Act, to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder Company.
(f) If any Initial Purchaser determines that it is an Affiliate, such Holder will comply not eligible to participate in the Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Company shall use its reasonable best efforts to cause the resale of CUSIP Service Bureau to issue the Exchange Notes; and
(iv) same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(fg) Notwithstanding any other provisions hereof, The Company may include in the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies up to $300,000,000 aggregate principal amount of the Company’s 6.625% Senior Notes due 2015 (the “Original 2015 Notes”), to be exchanged for debt securities of the Company identical in all material respects with to the Act and Original 2015 Notes (except that the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact transfer restrictions shall be modified or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does noteliminated, as of appropriate) (the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading“New 2015 Notes”).
Appears in 1 contract
Samples: Registration Rights Agreement (Citizens Communications Co)
Registered Exchange Offer. (a) The Company Guarantor and the Trust shall use its commercially reasonable efforts to prepare and, not later than 230 210 days following the Settlement Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Guarantor and the Trust shall use its commercially reasonable their best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 300 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Guarantor and the Trust shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company Guarantor or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesTrust, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company Guarantor and the Trust shall:
(i) deliver or otherwise make available mail to each registered Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed documents and provide to have received all nominees (including the documents referred Depositary Trust Company) such number of copies thereof as they request in order to above upon delivery of such documents deliver the same to The Depository Trust Company (“DTC”) for distribution to its participantsbeneficial holders;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required required, under the Act to ensure (subject to Section 4(k) hereof) that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Property Trustee or an Affiliate of the Trusteethereof;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is Guarantor and the Trust are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman Xxxxx & Sterling Wood LLP (pub. avail. July 2February 7, 1993) no-action letters, 1997); and (B) include including a representation that neither the Company Guarantor nor the Trust has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Guarantor's and the Trust's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws relating to the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Guarantor and the Trust shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Property Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and;
(iii) cause the Property Trustee promptly to authenticate and deliver to each Holder of Securities a liquidation amount of New Notes Securities equal to the liquidation amount of the Securities of such Holder so accepted for exchange;
(iv) deliver to the Trustee for cancellation Debentures in an aggregate principal amount equal to the aggregate liquidation amount of Securities cancelled in accordance with clause (ii) above; and
(v) cause the Indenture Trustee to promptly authenticate and deliver to the Property Trustee a principal amount of Exchange Notes New Debentures equal to the principal such liquidation amount of the New Notes of such Holder that the Company has Securities accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and ), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters (including, Xxxxx & Xxxx LLP (pub. avail. July 2February 7, 1993) and similar no-action letters, 1997)); and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement statement, with a Prospectus or prospectus supplement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company Guarantor or the Trust or one of its their respective Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Guarantor and the Trust that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with Guarantor or the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesTrust; and
(iv) if such Holder is a broker-dealer, that it will receive New Securities for its own account in exchange for the Securities that were acquired as a result of marked-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such New Securities.
(f) If any Initial Purchaser determines that it is not prohibited eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Guarantor and the Trust shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by any lawSection 3 hereof from such Initial Purchaser, rule or policy in exchange for such Securities, a like principal amount of New Securities. The Guarantor and the Commission from participating in Trust shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Registered Exchange Offer. (a) The Company Except as set forth in Section 3, the Issuers and the Guarantors shall prepare and shall use its commercially their reasonable best efforts to prepare and, not later than 230 days following the Settlement Date, file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer, not later than 100 days following the date of the original issuance of the Securities (or if such 100th day is not a Business Day, the next succeeding Business Day). The Company Issuers and the Guarantors shall use its commercially their reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 180 days of the Settlement Date date of the original issuance of the Securities and (ii) complete to consummate the Registered Exchange Offer within 365 210 days of the Settlement Datedate of the original issuance of the Securities (if such 180th or 210th day is not a Business Day, the next succeeding Business Day, as applicable).
(ba) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company Issuers or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesGuarantors, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person Person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(cb) In connection with the Registered Exchange Offer, the Company Issuers and the Guarantors shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after Daysafter the date on which the notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a bank depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is Issuers and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include including a representation that the Company has Issuers and the Guarantors have not entered into any arrangement or understanding with any person Person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Issuers’ and the Guarantors’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all material respects with all other applicable lawlaws.
(dc) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuers and the Guarantors shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;; and
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n) all New Notes so accepted for exchange; and
(iii) issue and cause the Trustee promptly to authenticate a global certificate representing New Securities exchanged for Securities and to deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(ed) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, transaction and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company Issuers or the Guarantors or one of its their Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuers and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person Person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with Issuers or the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange OfferGuarantors.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Plains All American Pipeline Lp)
Registered Exchange Offer. (a) The Company Issuers shall use its commercially reasonable efforts to prepare and, not later than 230 90 days following the Settlement Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuers shall use its their respective commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 180 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesIssuers, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company Issuers shall:
(i) deliver or otherwise make available cause to be delivered to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open, by sending to the institution specified in the notice a telex, facsimile transmission or letter received by such time setting forth the name of such Holder, the principal amount of Securities delivered for exchange, and a statement that such Xxxxxx is withdrawing such Xxxxxx's election to have such Securities exchanged;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Issuers' information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuers shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each participating Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s 's letter to Shearman Xxxxxxxx & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company an Issuer or one of its their Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of any Issuer.
(f) If either Initial Purchaser determines that it is not eligible to participate in the Company or, if such Holder is an Affiliate, such Holder will comply Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their best efforts to cause the resale of CUSIP Service Bureau to issue the Exchange Notes; and
(iv) same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Registered Exchange Offer. (a) The Company and the Guarantors shall use its their commercially reasonable efforts to prepare andand file, not later than 230 90 days following the Settlement Closing Date, file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company and the Guarantors shall use its their commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 210 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesGuarantors, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions on transferability under the Act and without material restrictions on transferability under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company and the Guarantors shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, and supplemented and amended as required under by the Act Act, to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & ) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); xxx (X) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include xxxxxxing a representation that the Company has and the Guarantors have not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s 's and each of the Guarantor's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all material respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company and the Guarantors shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities who has tendered Securities pursuant to the Registered Exchange Offer a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s interpretxx xx txx Xxxxission's letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder or any Guarantor.
(f) If any Initial Purchaser determines that it is an Affiliate, such Holder will comply not eligible to participate in the Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company and the Guarantors shall issue and deliver to such Initial Purchaser, or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Company and the resale of Guarantors shall use their commercially reasonable efforts to cause the Exchange Notes; and
(iv) CUSIP Service Bureau to issue the same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 180 days following the Settlement ------------------------- Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement (i) to become effective under the Act within 320 270 days of the Settlement Closing Date and (ii) complete to consummate the Registered Exchange Offer within 365 315 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each eligible Holder electing to exchange New Notes Bonds for Exchange Notes Bonds (provided assuming that (A) each such Holder makes certain representations and warranties to the Company , including representations that (i) it is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act Company, (ii) any Exchange Bonds to the extent applicable in connection with the resale of the Exchange Notes, acquires the Exchange Notes be received by it will be acquired in the ordinary course of such Holder’s 's business, (iii) if such Holder is not a Broker-Dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Bonds, (iv) if such Holder is a Broker-Dealer, it will receive Exchange Bonds for its own account in exchange for New Bonds that were acquired as a result of market making activities or other trading activities and that such Broker-Dealer will deliver a Prospectus in connection with any resale of the Exchange Bonds and (v) it has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes Bonds and (B) such Holder is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade transfer such Exchange Notes Bonds from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the state securities or blue sky laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes Bonds by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trusteethereof;
(v) permit Holders to withdraw tendered New Notes Bonds at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in if requested by the Exchange Offer Registration Statement Commission or (y) then required under applicable interpretations of the Commission's staff, prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Morgan Stanley and Co., Inc. (pub. avail. June 5Xxxx 0, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes; and
(vii) comply in all respects with all other applicable lawlaws relative to the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Bonds tendered and not validly withdrawn pursuant to the Registered Exchange OfferOffer in accordance with the terms of the Exchange Offer Registration Statement and letter of transmittal which shall be an exhibit thereto;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Bonds so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Bonds a principal amount of Exchange Notes Bonds equal to the principal amount of the New Notes Bonds of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes Bonds (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Morgan Stanley and Co., Inc. (pub. avail. June 5Xxxx 0, 1991) no-action letters0000), as interpreted in the Commission’s 's letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes Bonds obtained by such Holder in exchange for New Notes Bonds acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating the Company's obligation to accept for exchange a Holder's New Bonds tendered in the Registered Exchange Offer shall be required to provide a written representation conditioned upon such Holder representing to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) that any Exchange Notes Bonds received by such Holder will be acquired in the ordinary course of such Holder’s 's business;
(ii) that such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes Bonds within the meaning of the Act;
(iii) that such Holder is not an Affiliate of the Company or, Company;
(iv) that if such Holder is an Affiliate, a Broker-Dealer that it will receive Exchange Bonds for its own account in exchange for New Bonds acquired as a result of market making activities or other trading activities and acknowledges that such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable deliver a Prospectus in connection with the any resale of the Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange OfferBonds.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Southern California Edison Co)
Registered Exchange Offer. (a) The Company Unless the Registered Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, the Issuers and the Subsidiary Guarantors shall use its their commercially reasonable efforts to prepare andprepare, not later than 230 days following the Settlement Date, file to cause to be filed with the Commission and to become effective on or prior to the later of (i) 365 days of the date hereof and (ii) 180 days after the Post-Closing Restructuring Transaction, the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Date.
(b) Upon If an Exchange Offer Registration Statement is filed and becomes effective pursuant to Section 2(a) above, upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers and the Subsidiary Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange each series of Securities for the related New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company Issuers or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesSubsidiary Guarantors, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. The Issuers and the Subsidiary Guarantors shall use their commercially reasonable efforts to complete the Registered Exchange Offer not later than 30 Business Days after the Exchange Offer Registration Statement becomes effective.
(c) In connection with the Registered Exchange Offer, if an Exchange Offer Registration Statement is filed and becomes effective pursuant to Section 2(a) above, the Company Issuers and the Subsidiary Guarantors shall:
(i) deliver mail or otherwise make available cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Securities Act, supplemented and amended as required under the Act required, to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is Issuers and the Subsidiary Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has Issuers and the Subsidiary Guarantors have not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information best knowledge of the Issuers and beliefthe Subsidiary Guarantors, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuers and the Subsidiary Guarantors shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(r) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes a series of New Securities equal to the principal amount of such series of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Brokerbroker-Dealer dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Securities Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company Issuers, the Subsidiary Guarantors or one of its their respective Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuers and the Subsidiary Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities to be received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Securities Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder Issuers or the Subsidiary Guarantors.
(f) If any Initial Purchaser determines that it is an Affiliate, such Holder will comply not eligible to participate in the Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers and the Subsidiary Guarantors shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such series of Securities, a like principal amount of such series of New Securities. The Issuers and the resale Subsidiary Guarantors shall use their commercially reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such series of the Exchange Notes; and
(iv) New Securities as for such Holder is not prohibited by any law, rule or policy series of the Commission from participating in New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (CAESARS ENTERTAINMENT Corp)
Registered Exchange Offer. (a) The Company and the Subsidiary Guarantors shall use its commercially reasonable efforts to prepare and, not later than 230 90 days following the Settlement Datedate of the original issuance of the Securities, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company and the Subsidiary Guarantors shall use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 150 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days date of the Settlement Dateoriginal issuance of the Securities.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings understanding with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 40 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in if requested or required by the Commission, provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & ) and Morgxx Xxxnxxx xxx Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all material respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities duly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver or cause to be delivered to the Trustee for cancellation cancelation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Morgxx Xxxnxxx xxx Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s 's letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder transaction which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder is Company.
(f) If in the reasonable opinion of an AffiliateInitial Purchaser, such Holder will comply Initial Purchaser is not eligible to participate in the Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the person purchasing Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Company shall use its commercially reasonable efforts to cause the resale of CUSIP Service Bureau to issue the Exchange Notes; and
(iv) same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Puerto Rico Telephone Co Inc)
Registered Exchange Offer. (a) The Company Issuers shall use its commercially reasonable efforts to prepare and, not later than 230 180 days following the Settlement DateClosing Date (or if such 180th day is not a Business Day, the next succeeding Business Day), shall use commercially reasonable efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuers shall use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Dateas promptly thereafter as possible.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes (provided that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes, acquires the Exchange Notes in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offer) Securities to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States. Each Holder that participates in the Registered Exchange Offer will be required to represent to the Issuers in writing that (i) any New Securities to be received by it will be acquired in the ordinary course of its business, (ii) it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Act) of the New Securities in violation of the provisions of the Act, (iii) it is not an affiliate of the Company or any Guarantor as defined by Rule 405 of the Act, or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of New Securities, (v) if such Holder is a broker-dealer that will receive New Securities for its own account in exchange for Securities that were acquired as a result of market-making or other trading activities, it will deliver a prospectus in connection with any resale of such New Securities and (vi) such Holder has the full power and authority to transfer the Securities in exchange for the New Securities and that the Issuers will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or encumbrances and not subject to any adverse claims.
(c) In connection with the Registered Exchange Offer, the Company Issuers shall:
(i) deliver mail or otherwise make available cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law) and consummate such Registered Exchange Offer no later than the 360th day after the Closing Date (or longer if required by applicable law);
(iii) use its their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act Act, to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include including a representation that the Company has Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other laws applicable lawto the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuers shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(r) hereof all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, letters and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company any Issuer or one any Affiliate of its Affiliatesany Issuer. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will shall be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will shall have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the ActAct of the Securities or the New Securities;
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notesany Issuer; and
(iv) if such Holder is not prohibited an Exchanging Dealer, then such Holder will deliver a Prospectus in connection with a sale of any New Securities received by any law, rule or policy of the Commission from participating in such Holder pursuant to the Registered Exchange Offer.
(f) Notwithstanding If any other provisions hereofInitial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company will ensure that (i) any Exchange Offer Issuers shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, International Securities Identification Number (ii“ISIN”) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit for such New Securities as for New Securities issued pursuant to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (CHC Helicopter S.A.)
Registered Exchange Offer. The Company shall, at its own cost, prepare and file with the Securities and Exchange Commission (athe “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities (the “Exchange Securities”) of the Company issued under the Indenture and identical in all material respects to the Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. The Company shall use its commercially reasonable efforts to prepare and, not later than 230 days following the Settlement Date, file with the Commission the Exchange Offer Registration Statement with respect the Commission on or prior to 270 days after the Registered Exchange Offeroriginal issue of the Initial Securities (the “Filing Target Date”). The Company shall use its all commercially reasonable efforts to (i) cause the such Exchange Offer Registration Statement to become effective under the Securities Act within 320 on or prior to 360 days of after the Settlement Issue Date and (ii) complete the “Effectiveness Target Date”). The Company shall commence the Registered Exchange Offer within 365 30 days of after the Settlement Date.
(b) Upon the effectiveness of date on which the Exchange Offer Registration Statement, Statement is declared effective by the Company shall promptly commence the Registered Exchange OfferCommission, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange New Notes the Initial Securities for Exchange Notes Securities (provided assuming that such Holder (i) is not an Affiliate affiliate of the Company or is an Affiliate that complies with within the registration and prospectus delivery requirements meaning of the Act to the extent applicable in connection with the resale of the Exchange NotesSecurities Act, (ii) acquires the Exchange Notes Securities in the ordinary course of such Holder’s business, business (iii) has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes Securities and (iv) is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. The Company shall use all commercially reasonable efforts to issue on or prior to 30 business days, or longer, if required by applicable securities laws, after the date on which the Exchange Offer commences, Exchange Securities in exchange for all Initial Securities tendered prior thereto in the Exchange Offer. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a substantial proportion broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing substantially the information set forth in Section 3(a) below, and (ii) a Purchaser that elects to sell Exchange Securities acquired in exchange for Initial Securities constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or a Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Purchasers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall, upon request, make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 90 days after the consummation of the Registered Exchange Offer. If, upon consummation of the Registered Exchange Offer, any Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Purchaser, upon the written request of such Purchaser, in exchange (the “Private Exchange”) for the Initial Securities held by such Purchaser, a like principal amount of debt securities of the Company issued under the Indenture and identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding provisions relating to the matters described in Section 6 hereof) to the Initial Securities (the “Private Exchange Securities”). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the “Securities.
(c) ” In connection with the Registered Exchange Offer, the Company shall:
(ia) deliver or otherwise make available mail to each record Holder a copy of the Prospectus prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(iib) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered to the Holders business days (oror longer, in each case, longer if required by applicable law)) after the date notice thereof is mailed to the record Holders;
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(ivc) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York CityOffer, which may be the Trustee or an Affiliate affiliate of the Trustee;
(vd) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day business day on which the Registered Exchange Offer is shall remain open;; and
(vie) either (x) in otherwise comply with all applicable laws. As soon as practicable after the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Company shall:
(x) accept for exchange all the Securities validly tendered and that, not withdrawn pursuant to the Company’s information Registered Exchange Offer and beliefthe Private Exchange;
(y) deliver to the Trustee for cancellation all the Initial Securities so accepted for exchange; and
(z) cause the Trustee to authenticate and deliver promptly to each Holder of the Initial Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in principal amount to the Initial Securities of such Holder so accepted for exchange. The Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter. Interest on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from the Issue Date. Each Holder participating in the Registered Exchange Offer is acquiring shall be required to represent to the Company that at the time of the consummation of the Registered Exchange Notes Offer (i) any Exchange Securities received by such Holder will be acquired in its the ordinary course of business and has business, (ii) such Holder will have no arrangement arrangements or understanding with any person to participate in the distribution of the Exchange Notes; and
(vii) comply in all respects with all other applicable law.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n) all New Notes so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes a principal amount of Exchange Notes equal to the principal amount of the New Notes of such Holder that the Company has accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge and agree that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters, as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. July 2, 1993) and similar no-action letters, and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes obtained by such Holder in exchange for New Notes acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Initial Securities or the Exchange Notes Securities within the meaning of the Securities Act;
, (iii) such Holder is not an Affiliate “affiliate,” as defined in Rule 405 of the Securities Act, of the Company or, or if such Holder it is an Affiliateaffiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable in connection with the resale of the Exchange Notes; and
applicable, (iv) if such Holder is not prohibited by any lawa broker-dealer, rule or policy that it is not engaged in, and does not intend to engage in, the distribution of the Commission from participating Exchange Securities and (v) if such Holder is a broker-dealer, that it will receive Exchange Securities for its own account in the Registered exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Offer.
(f) Securities. Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectusprospectus, does not, as of the consummation of the Registered Exchange Offer, not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Registered Exchange Offer. (a) The Company shall use its commercially reasonable best efforts to prepare and, not later than 230 days following the Settlement Date, file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 180 days of the Settlement Date and (ii) complete Closing Date. The Company shall use its best efforts to cause the Registered Exchange Offer to be consummated within 365 240 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder Company.
(f) If any Initial Purchaser determines that it is an Affiliate, such Holder will comply not eligible to participate in the Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Company shall use its best efforts to cause the resale of CUSIP Service Bureau to issue the Exchange Notes; and
(iv) same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Registered Exchange Offer. (a) The Company Issuers shall use its commercially reasonable efforts to prepare and, not later than 230 240 days following the Settlement Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuers shall use its their commercially reasonable efforts to (i) cause have the Exchange Offer Registration Statement to become declared effective under the Act within 320 330 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notesany Issuer, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company Issuers shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and use their commercially reasonable efforts to keep the Registered Exchange Offer open for not more than 30 25 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) otherwise use its commercially reasonable efforts to comply in all respects with all other applicable lawrules and regulations of the Commission.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuers shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman Sxxxxxxx & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company Issuers or one of its their Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent in writing to the Company Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder Issuers.
(f) If any Initial Purchaser determines that it is an Affiliate, such Holder will comply not eligible to participate in the Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their commercially reasonable efforts to cause the resale of CUSIP Service Bureau to issue the Exchange Notes; and
(iv) same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (SMART Modular Technologies (DE), Inc.)
Registered Exchange Offer. (a) The Subject to Section 3 hereof, the Company and the Guarantors shall use its commercially reasonable efforts to (i) prepare and, not later than 230 120 days following the Settlement Original Issue Date (the date of such filing being referred to as the “Filing Date”), file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall Offer and (ii) use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 not later than 90 days of after the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Filing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has not engaged in, and does not intend to engage in, the distribution of the New Securities, and has no arrangements arrangement or understandings understanding with any person to participate in the distribution (within the meaning of the Act) New Securities, is not holding Securities that have the status of an unsold allotment in the Exchange Notes Initial Placement and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under Section 5 of the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United StatesStates (provided that Exchanging Dealers will have a prospectus delivery requirement with respect to resales of the New Securities).
(c) In connection with the Registered Exchange Offer, the Company and the Guarantors shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof the Prospectus is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an any Affiliate of the Trusteethereof;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all material respects with all other applicable lawlaws, rules and regulations.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company and the Guarantors shall:
(i) accept for exchange all New Notes Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge and agree that any Any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could cannot under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if if, among other circumstances, the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is has not engaged in, and does not intend to engage in, the distribution of the New Securities, and will have has no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes Securities within the meaning of the Act;
(iii) such Holder is not an Affiliate of the Company orCompany, if as such Holder term is an Affiliate, such Holder will comply with interpreted by the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCommission; and
(iv) such Holder is not prohibited holding Securities that have the status of an unsold allotment in the Initial Placement. Such Holder shall have made such other representations as the Company may determine to be reasonably necessary under applicable Commission rules, regulations or interpretations to render the use of Form S-4 or another appropriate form under the Act available or for the Exchange Offer Registration Statement to be declared effective.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company and the Guarantors shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities, provided such New Securities will not have the same CUSIP number as the New Securities issued pursuant to the Registered Exchange Offer unless the CUSIP Service Bureau permits such issuance of New Securities with the same CUSIP number, and provided further that any law, rule or policy of New Securities issued to the Commission from participating in Initial Purchasers pursuant to the foregoing shall continue to bear any legends and continue to be subject to any transfer restrictions required under the Indenture. The Company and the Guarantors shall use commercially reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(fg) Notwithstanding any other provisions hereofInterest on each New Security will accrue from the last interest payment date on which interest was paid on the Securities surrendered in exchange therefor or, if no interest has been paid on the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with Securities, from the Act and the rules and regulations date of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as original issue of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSecurities.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Standard Pacific Corp /De/)
Registered Exchange Offer. (a) The Company Issuers and the Guarantors shall prepare and use its commercially their reasonable best efforts to prepare and, not later than 230 days following the Settlement Date, file with the Commission and cause to become effective the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuers and the Guarantors shall use its commercially their reasonable best efforts to (i) cause the Registered Exchange Offer Registration Statement to become effective be completed under the Act within 320 270 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder (i) is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements any of the Act to the extent applicable in connection with the resale of the Exchange NotesIssuers, (ii) acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, (iii) has no arrangements or understandings with any person to participate in the distribution (within the meaning of the ActNew Securities, (iv) of the Exchange Notes and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange OfferOffer and (v) is not an Initial Purchaser holding Securities that have the status of an unsold allotment remaining from the initial distribution of the Securities) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company Issuers and the Guarantors shall:
(i) deliver mail or otherwise make available cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than at least 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered to the Holders (or, in each case, or longer if required by applicable law)) after the date notice thereof is mailed to the Holders;
(iii) use its commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act Act, to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, City which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is Issuers and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include including a representation that the Company has Issuers and the Guarantors have not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other laws applicable lawto the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuers and the Guarantors shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) hereof all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, letters and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company any Issuer or one any Affiliate of its Affiliatesany Issuer. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will shall be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will shall have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the ActAct of the Securities or the New Securities;
(iii) such Holder is not an Affiliate of the Company any Issuer or any Guarantor or, if such Holder it is an AffiliateAffiliate of an Issuer, such Holder it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in connection the Shelf Registration Statement in accordance with Section 4 hereof in order to have their Securities included in the resale of Shelf Registration Statement and benefit from the Exchange Notesprovisions regarding Registration Default Damages in Section 8 hereof; and
(iv) if such Holder is not prohibited by any lawan Exchanging Dealer, rule or policy then such Holder will comply with the applicable provisions of the Commission Securities Act (including the prospectus delivery requirements thereunder).
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers and the Guarantors shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from participating such Initial Purchasers, in exchange for such Securities, a like principal amount of New Securities. The Issuers and the Guarantors shall use their commercially reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number and International Securities Identification Number (“ISIN”) for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Registered Exchange Offer. (a) The Unless not permitted by applicable law, the Company shall use its commercially reasonable efforts to prepare and, not later than 230 days following the Settlement Date, and file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company may, in lieu of such a filing, confidentially submit the Exchange Offer Registration Statement to the Commission; provided that the Company shall promptly provide to the Trustee a copy of the cover letter accompanying such submission; and provided, further, that a confidential submission to the Commission shall not satisfy the Company's periodic reporting requirements as set forth under the Indenture. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 225 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days date of the Settlement Dateoriginal issuance of the Securities.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and unless separately agreed in writing, not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Participating Broker-Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trusteeit;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in if requested or required by the Commission, provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s 's letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements requirement of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder transaction which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;
(iii) such Holder is not an Affiliate of the Company or, Company;
(iv) if such Holder is an Affiliatenot a broker-dealer, such Holder will comply with that it is not engaged in, and does not intend to engage in, the registration and prospectus delivery requirements distribution of the Act to the extent applicable in connection with the resale of the Exchange NotesNew Securities; and
(ivv) if such Holder is not prohibited by a broker-dealer, that it will receive New Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a Prospectus in connection with any law, rule or policy resale of the Commission from participating in the Registered Exchange Offersuch New Securities.
(f) Notwithstanding any other provisions hereofIf, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit prior to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an untrue statement unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a material fact or omit to state a material fact necessary in order to make the statements thereinShelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Company shall use its reasonable best efforts to cause the light of CUSIP Service Bureau to issue the circumstances under which they were made, not misleadingsame CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Hqi Transelec Chile S A)
Registered Exchange Offer. (a) The Unless a Registered Exchange Offer shall not be permissible by applicable law or Commission policy, the Company and the Guarantors shall use its commercially their respective reasonable best efforts to (i) prepare and, not later than 230 within 210 calendar days following after the Settlement Closing Date, file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable efforts to , (iii) cause the Exchange Offer Registration Statement to become effective under the Act within 320 days of the Settlement Date and (ii) complete commence the Registered Exchange Offer within 365 days promptly after such effectiveness and (iii) keep the Exchange Offer Registration Statement effective until the closing of the Settlement Registered Exchange Offer and (iv) cause the Registered Exchange Offer to be consummated not later than the 270th calendar day following the Closing Date (or, if such 270th day is not a Business Day, the next succeeding Businss Day) (the “Exchange Date”).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange New Notes Securities for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements any of the Act to the extent applicable in connection with the resale of the Exchange NotesGuarantors, acquires the Exchange Notes Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United StatesAct.
(c) In connection with the Registered Exchange Offer, the Company and the Guarantors shall:
(i) deliver mail or otherwise make available cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use its commercially their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York CityOffer, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in if requested by the staff of the Commission, provide a supplemental letter to the Commission, Commission (A) state stating that the Company is and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has and the Guarantors have not entered into any arrangement or understanding with any person to distribute the Exchange Notes Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s and the Guarantors’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesSecurities; and
(vii) comply in all material respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company and the Guarantors shall:
(i) accept for exchange all New Notes validly Securities properly tendered and not validly withdrawn pursuant to the Registered Exchange OfferOffer on or prior to its expiration;
(ii) deliver or cause to be delivered to the Trustee for cancellation in accordance with Section 4(n4(q) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company Company, the Guarantors or one of its their respective Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements or any of the Act to the extent applicable in connection with the resale of the Exchange Notes; andGuarantors.
(ivf) such Holder If any Initial Purchaser determines that it is not prohibited by any law, rule law or Commission policy of the Commission from participating in the Registered Exchange Offer.
(f) Notwithstanding Offer with respect to the exchange of Securities constituting any other provisions hereofportion of an unsold allotment, at the request of such Initial Purchaser, the Company will ensure that (i) any Exchange Offer and the Guarantors shall issue and deliver to the person purchasing Securities registered under a Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to as contemplated by Section 3 hereof from such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinInitial Purchaser, in the light exchange for such Securities, a like principal amount of the circumstances under which they were made, not misleadingExchange Securities.
Appears in 1 contract
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 90 days following the Settlement date of the original issuance of the Securities (the “Issue Date”) (or if such 90th day is not a Business Day, the next succeeding Business Day), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 180 days of the Settlement Issue Date and (ii) complete or if such 180th day is not a Business Day, the Registered Exchange Offer within 365 days of the Settlement Datenext succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer longer, if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period; provided that if any Initial Purchaser holds Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company) after the expiration of the Exchange Offer Registration Period, that Initial Purchaser shall have the right, for 90 days immediately following the expiration of the Exchange Offer Registration Period, to request the Company to prepare a prospectus for use by that Initial Purchaser for sales of New Securities, and the Company shall use its reasonable best efforts to prepare that prospectus for such use;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in if requested or required by the Commission, provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(r) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder transaction which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company orCompany, or if such Holder it is an Affiliate, such Holder it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes; andapplicable.
(ivf) such Holder If any Initial Purchaser determines that it is not prohibited eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by any lawSection 3 hereof from such Initial Purchaser, rule or policy in exchange for such Securities, a like principal amount of New Securities. The Company shall use its reasonable best efforts to cause the Commission from participating in CUSIP Service Bureau to issue the same CUSIP numbers for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Registered Exchange Offer. (a) The Company Issuers (i) shall use its commercially their reasonable best efforts to prepare and, not later than 230 90 days following the Settlement DateIssue Date (or if such 90th day is not a Business Day, the next succeeding Business Day), file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Offer and (ii) shall use its commercially their respective reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 not later than 150 days of following the Settlement Issue Date and (ii) complete or if such 150th day is not a Business Day, the Registered Exchange Offer within 365 days of the Settlement Datenext succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange New Notes Securities for Exchange Notes Securities representing the same underlying indebtedness (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notesany Issuer, acquires the Exchange Notes Securities in the ordinary course of such Holder’s business, is not engaged in and does not intend to engage in and has no arrangements or understandings with any person Person to participate in the distribution (within the meaning of the Act) of the Exchange Notes Securities, is not a broker-dealer tendering Securities directly acquired from any Issuer for its own account and is not prohibited by any law, rule interpretation or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company Issuers shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use its commercially their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in The City of New York CityYork, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is openopen by sending to the entity specified in the Prospectus, a facsimile or letter setting forth the name of such Holder, the principal amount of the Securities delivered for exchange and a statement that such Holder is withdrawing such Holder’s election to have such Securities exchanged;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in if requested by the Commission, provide a supplemental letter to the Commission, Commission (A) state stating that the Company is Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & Co., Inc. and Co. Incorporated (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has Issuers have not entered into any arrangement or understanding with any person Person to distribute the Exchange Notes Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes Securities in its the ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange NotesSecurities; and
(vii) comply in all respects with all other applicable lawlaws relating to the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuers shall:
(i) accept for exchange all New Notes validly Securities duly tendered and not validly withdrawn pursuant to the Registered Exchange OfferOffer in accordance with the terms of the Exchange Offer Registration Statement and letter of transmittal, which shall be an exhibit thereto;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) hereof all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes Securities equal to the principal amount of the New Notes Securities of such Holder that (and representing the Company has same underlying indebtedness) so accepted for exchange; provided that in the case of any Securities held in global form by a depository, authentication and delivery to such depository of one or more replacement Securities in global form in an equivalent amount thereto for the account of such Holders in accordance with the Indenture shall satisfy such authentication and delivery requirement.
(e) Each Holder is hereby deemed to acknowledge Holder, by tendering Securities for exchange for Exchange Securities, acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Xxxxxx Xxxxxxx and Co. Incorporated (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. July 2, 1993) and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, transaction and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item Items 507 or 508and 508 of Regulation S-K, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuers in writing (which may be contained in the letter of transmittal contemplated by the Registered Exchange Offer) that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person Person to participate in the distribution of the New Notes Securities or the Exchange Notes Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of any Issuer.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing Exchange Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, or Exchange Securities, as the case may be, a like principal amount of the Securities (the “Private Exchange Securities”) of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act that are identical in all material respects to the extent applicable in connection with Exchange Securities except for the resale placement of a restrictive legal legend on such Private Exchange Securities. The Issuers shall use their respective reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such Private Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in Securities as for Exchange Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Intertape Woven Products Services S.A. De C.V.)
Registered Exchange Offer. (a) The Unless a Registered Exchange Offer shall not be permissible by applicable law or Commission policy, the Company and the Guarantor shall use its commercially their respective reasonable best efforts to (i) prepare and, not later than 230 days following the Settlement Date, and file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable efforts to , (iii) cause the Exchange Offer Registration Statement to become effective under the Act within 320 days of the Settlement Date and (ii) complete commence the Registered Exchange Offer within 365 days promptly after such effectiveness and (iii) keep the Exchange Offer Registration Statement effective until the closing of the Settlement Registered Exchange Offer and (iv) cause the Registered Exchange Offer to be consummated not later than the 360th calendar day following the Existing 2019 Notes Closing Date (or, if such 360th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantor shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange New Notes Securities for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesGuarantor, acquires the Exchange Notes Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United StatesAct.
(c) In connection with the Registered Exchange Offer, the Company and the Guarantor shall:
(i) deliver mail or otherwise make available cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use its commercially their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York CityOffer, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in if requested by the staff of the Commission, provide a supplemental letter to the Commission, Commission (A) state stating that the Company is and the Guarantor are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has and the Guarantor have not entered into any arrangement or understanding with any person to distribute the Exchange Notes Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s and the Guarantor’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesSecurities; and
(vii) comply in all material respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company and the Guarantor shall:
(i) accept for exchange all New Notes validly Securities properly tendered and not validly withdrawn pursuant to the Registered Exchange OfferOffer on or prior to its expiration;
(ii) deliver or cause to be delivered to the Trustee for cancellation in accordance with Section 4(n4(q) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company Company, the Guarantor or one of its their respective Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company and the Guarantor that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with or the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes; andGuarantor.
(ivf) such Holder If the Initial Purchaser determines that it is not prohibited by any law, rule law or Commission policy of the Commission from participating in the Registered Exchange Offer.
(f) Notwithstanding Offer with respect to the exchange of Securities constituting any other provisions hereofportion of an unsold allotment, at the request of the Initial Purchaser, the Company will ensure that (i) any Exchange Offer and the Guarantor shall issue and deliver to the person purchasing Securities registered under a Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with as contemplated by Section 3 hereof from the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereinInitial Purchaser, in the light exchange for such Securities, a like principal amount of the circumstances under which they were made, not misleadingExchange Securities.
Appears in 1 contract
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later by the earlier of 60 days after the date of original issuance of the Notes (the "Issue Date") and the date of filing of a registration statement in respect of an initial public offering of common stock of the Company (other than 230 days following the Settlement Datea registration statement on Form S-8), file with the Securities and Exchange Commission (the "Commission") a registration statement (the "Exchange Offer Registration Statement Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of the Notes to issue and deliver to such Holders, in exchange for the Notes, a like principal amount of debt securities of the Company identical in all material respects to the Notes (the "Exchange Notes"), except for the transfer restrictions relating to the Notes. The Company shall use its commercially reasonable best efforts to (i) cause the such Exchange Offer Registration Statement to become effective under the Securities Act within 320 120 days of the Settlement Date and (ii) complete Issue Date. Following the Registered Exchange Offer within 365 days declaration of the Settlement Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of the Notes electing to exchange New the Notes for Exchange Notes and (provided assuming that such Holder is not an Affiliate affiliate of the Company or is an Affiliate that complies with within the registration and prospectus delivery requirements meaning of the Act to the extent applicable in connection with the resale of the Exchange NotesSecurities Act, acquires the Exchange Notes in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes at any time prior to 5:00 p.m. (New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of 's business and has no arrangement or understanding arrangements with any person to participate in the distribution of the Exchange Notes; and
(vii) comply in all respects with all other applicable law.
(d) As soon as practicable to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the close Securities Act and the securities laws of the several states of the United States. In connection with such Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly tendered and not validly withdrawn pursuant shall take such further action, including, without limitation, appropriate filings under state securities laws, as may be necessary to realize the foregoing objective subject to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with proviso of Section 4(n) all New Notes so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes a principal amount of Exchange Notes equal to the principal amount of the New Notes of such Holder that the Company has accepted for exchange3(h).
(e) Each Holder is hereby deemed to acknowledge and agree that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters, as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. July 2, 1993) and similar no-action letters, and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes obtained by such Holder in exchange for New Notes acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the Act;
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Building Materials Corp of America)
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 on or prior to 90 days following the Settlement Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act on or prior to 180 days after the Closing Date; provided that, if as a result of there being no federal governmental budget for any year following the 1997 fiscal year, the Commission ceases to review registration statements like the Registration Statements in the time within 320 which the Commission normally reviews such registration statements in the ordinary course (a "COMMISSION DELAY PERIOD"), then such 180 day period during which the Company must cause the Exchange Offer Registration Statement to become effective shall be extended by the number of days of which the Settlement Date and (ii) complete Commission Delay Period is comprised. The Company shall use its best efforts to Consummate the Registered Exchange Offer within 365 on or prior to 220 days of after the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange New Notes Transfer Restricted Securities for Exchange Notes (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with within the registration and prospectus delivery requirements meaning of the Act to the extent applicable in connection with the resale of the Exchange NotesAct, acquires the Exchange Notes in the ordinary course of such Holder’s business, 's business and has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange OfferNotes) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes at any time prior to 5:00 p.m. (New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes; and
(vii) comply in all respects with all other applicable law.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n) all New Notes so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes a principal amount of Exchange Notes equal to the principal amount of the New Notes of such Holder that the Company has accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge and agree that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters, as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. July 2, 1993) and similar no-action letters, and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes obtained by such Holder in exchange for New Notes acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the Act;
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Registered Exchange Offer. (a) The To the extent not prohibited by law or applicable interpretations thereof by the Commission's staff, the Company and the Subsidiary Guarantors shall use its commercially reasonable efforts to prepare and, not later than 230 90 days following the Settlement Datedate of the original issuance of the Securities (or if such 90th day is not a Business Day, the next succeeding Business Day), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company and the Subsidiary Guarantors shall use its commercially reasonable their best efforts to (i) cause the Exchange Offer Registration Statement to become be declared effective under the Act within 320 210 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days date of the Settlement Dateoriginal issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Subsidiary Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notesany Subsidiary Guarantor, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any person Person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company and the Subsidiary Guarantors shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable their respective best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers and other persons, if any, subject to similar prospectus delivery requirements during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York CityWilmington, Delaware which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in if required or requested by the Commission, provide a supplemental letter to the Commission, Commission (A) state stating that the Company is and the Subsidiary Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988)) and MORGAN STANLEY AND CO., Xxxxxx Xxxxxxx & Co., Inc. INC. (pub. avail. June 5, 1991); axx (X) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a including x representation that neither the Company nor any Subsidiary Guarantor has not entered into any arrangement or understanding with any person Person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of each of the Company’s 's and the Subsidiary Guarantors' information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all material respects with all other laws applicable lawto the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company and the Subsidiary Guarantors shall:
(i) accept for exchange all New Notes validly Securities duly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n5(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities, if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Company or one of its Affiliates, (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pubMORGAN STANLEY AND CO., INC. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action lettersand EXXON CXXXXXX XXXXXXXS CORPORATION (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, transaction and any such secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes obtained by such Holder in exchange for New Notes acquired by such Holder directly from the Company or one of its AffiliatesAct. Accordingly, each Holder participating as a condition to its participation in the Registered Exchange Offer Offer, each Holder shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person Person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or any Subsidiary Guarantor (or, if such Holder it is an Affiliate, such Holder that it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes; andapplicable).
(ivf) such Holder If any Initial Purchaser determines that it is not prohibited eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by any lawSection 3 hereof from such Initial Purchaser, rule or policy in exchange for such Securities, a like principal amount of New Securities. The Company and the Commission from participating in Subsidiary Guarantors shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (BMCA Quakertown Inc.)
Registered Exchange Offer. Resales of New Securities by Exchanging Dealers; Private Exchange.
(a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 within 90 days following the Settlement Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 150 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming (i) that such Holder is not an Affiliate affiliate, as defined in Rule 405 of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements Act, of the Act to Company, (ii) that such Holder is acquiring the extent applicable in connection with the resale of the Exchange Notes, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, 's business and (iii) that such Holder has no arrangements arrangement or understandings undertaking with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange OfferNew Securities) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation (which shall include deemed representations by the Holders to the effect set forth under (i), (ii) and (iii) in paragraph (b) above) and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;; NYDOCS01/565802 2
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 50 days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes at any time prior to 5:00 p.m. (New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesYork; and
(viiiv) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee or the New Securities Trustee, as the case may be, promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal in principal amount to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder The Initial Purchaser and the Company acknowledge that, pursuant to interpretations by the Commission's staff of Section 5 of the Act, and in the absence of an applicable exemption therefrom, each Exchanging Dealer is hereby deemed required to acknowledge and agree that deliver a Prospectus in connection with a sale of any Broker-New Securities received by such Exchanging Dealer and any such Holder using pursuant to the Registered Exchange Offer to participate in a distribution of the Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters, as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. July 2, 1993) and similar no-action letters, and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company for its own account as a result of market-making activities or one of its Affiliatesother trading activities. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation to the Company that, at the time of the consummation of the Registered Exchange Offershall:
(i) any Exchange Notes received by such Holder will be acquired include the information set forth in Annex A hereto on the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the Act;
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale cover of the Exchange Notes; and
(iv) such Holder is not prohibited by any lawOffer Registration Statement, rule or policy in Annex B hereto in the forepart of the Commission from participating in the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, and any amendment thereto and any in Annex C hereto in the "Underwriting" or "Plan of Distribution" section of the Prospectus forming a part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement include the information set forth in Annex D hereto in the letter of transmittal delivered pursuant to such Prospectus, does not, as the Registered Exchange Offer; and
(ii) keep the Exchange Offer Registration Statement continuously effective under the Act during the Exchange Offer Registration Period for delivery by NYDOCS01/565802 2 Exchanging Dealers in connection with sales of the consummation of New Securities received pursuant to the Registered Exchange Offer, include as contemplated by Section 4(h) below.
(f) In the event that the Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an untrue statement unsold allotment, at the request of the Initial Purchaser, the Company shall issue and deliver to the Initial Purchaser or the party purchasing New Securities registered under a material fact or omit to state a material fact necessary in order to make Shelf Registration Statement as contemplated by Section 3 hereof from the statements thereinInitial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Company shall seek to cause the light of CUSIP Service Bureau to issue the circumstances under which they were made, not misleadingsame CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Agreement (Qwest Communications International Inc)
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 90 days following the Settlement date of the original issuance of the Securities (the “Issue Date”) (or if such 90th day is not a Business Day, the next succeeding Business Day), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable commercial efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 270 days of the Settlement Issue Date and (ii) complete or if such 270th day is not a Business Day, the Registered Exchange Offer within 365 days of the Settlement Datenext succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person Person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable commercial efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required under by the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;, provided, however, that the Company shall not be obligated to keep the Exchange Offer Registration Statement effective or to permit the use of any Prospectus forming a part of the Exchange Offer Registration Statement if (i) the Company determines, in its reasonable judgment, upon advice of counsel that the continued effectiveness and use of the Exchange Offer Registration Statement would (x) require the disclosure of material information which the Company has a bona fide business reason for preserving as confidential or (y) interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company or any of its subsidiaries; and provided, further, that the failure to keep the Exchange Offer Registration Statement effective and usable for offers and sales of Securities for such reasons shall last no longer than 45 consecutive calendar days or no more than an aggregate of 90 calendar days during any consecutive twelve-month period (whereafter a Registration Default, as hereinafter defined, shall occur) and (ii) the Company promptly thereafter complies with the requirements of Section 5(k) hereof, if applicable; any such period during which the Company is excused from keeping the Exchange Offer Registration Statement effective and usable for offers and sales of Registrable Securities is referred to herein as a “Exchange Offer Suspension Period”; an Exchange Offer Suspension Period shall commence on an include the date that the Company gives notice to the Holders that the Exchange Offer Registration Statement is no longer effective or the Prospectus included therein is no longer usable for offers and sales of Registrable Securities as a result of the application of the proviso of the foregoing sentence, stating the reason therefor, and shall end on the earlier to occur of the date on which each seller of Registrable Securities covered by the Exchange Offer Registration Statement either receives the copies of the supplemented or amended Prospectus or is advised in writing by the Company that use of the Prospectus may be resumed.
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all material respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n5(s) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder transaction must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person Person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany; and
(iv) if such Holder is not prohibited by any lawa Broker-Dealer, rule that it will receive New Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or policy of the Commission from participating in the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company trading activities and that it will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact be required to be stated therein or necessary to make the statements therein not misleading and (iii) acknowledge that it will deliver a Prospectus in connection with any Prospectus forming part resale of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingNew Securities.
Appears in 1 contract
Samples: Registration Rights Agreement (Electronic Data Systems Corp /De/)
Registered Exchange Offer. (a) The To the extent not prohibited by any applicable law or applicable interpretation of the staff of the Commission, the Company shall use its commercially reasonable efforts to as promptly as practicable prepare and, not later than 230 days following the Settlement Date, and file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 days of the Settlement Date and (ii) to complete the Registered Exchange Offer within 365 270 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and use its reasonable best efforts to keep the Registered Exchange Offer open for not more than 30 40 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities (in accordance with the procedures set forth in the Exchange Offer Registration Statement) at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all material respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver or cause to be delivered to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (xi) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s 's letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, letters and (yii) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities to be received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) at the time of the consummation of the Registered Exchange Offer, such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company orCompany; and to make such other representations as may be necessary under applicable Commission rules, if such Holder is an Affiliate, such Holder will comply with regulations or interpretations to render the registration and prospectus delivery requirements use of the Form S-4 or other appropriate form under the Act available.
(f) If, in the reasonable opinion of the Placement Agents, it is not eligible to participate in the Registered Exchange Offer with respect to the extent applicable in connection with exchange of Securities constituting any portion of an unsold allotment, at the resale request of the Exchange Notes; and
(iv) Placement Agents, the Company shall issue and deliver to the Placement Agents or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from the Placement Agents, in exchange for such Holder is not prohibited by any lawSecurities, rule or policy a like principal amount of New Securities. The Company shall use its reasonable best efforts to cause the Commission from participating in CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Kansas City Southern De Mexico, S.A. De C.V.)
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare andIf, not later than 230 days following on the Settlement Outside Date, all of the Securities are not Freely Tradable, the Issuers shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company If the Exchange Offer Registration is filed with the Commission pursuant to the foregoing sentence, the Issuers shall use its commercially their reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under as promptly thereafter possible but in any event no later than the Act within 320 days 60th day after such Exchange Offer Registration Statement was filed with the Commission. If all of the Settlement Date and (ii) complete Securities are Freely Tradable as of Outside Date, then the Registered Issuers shall not be required to prepare, file or cause to be declared effective the Exchange Offer within 365 days of Registration Statement and shall not be liable to the Settlement DateInitial Purchasers, the Holders or any other Person for any failure to do so.
(b) Upon If an Exchange Offer Registration Statement is filed and declared effective pursuant to Section 2(a) above, upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange New Notes Securities for Exchange Notes Securities (provided that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notesany Issuer, acquires the Exchange Notes Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person Person to participate in the distribution (within the meaning of the Act) of the Exchange Notes Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company Issuers shall:
(i) deliver or otherwise make available cause to be delivered to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, or longer if required by applicable law) and consummated such Registered Exchange Offer no later than the 35th day after the date notice thereof is mailed to the Holders (or longer if required by applicable law);
(iii) use its commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act Act, to ensure that it is available for sales of Exchange Notes Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in if requested by the Exchange Offer Registration Statement or (y) Commission, prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has Issuers have not entered into any arrangement or understanding with any person Person to distribute the Exchange Notes Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes Securities in its the ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange NotesSecurities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuers shall:
(i) accept for exchange all New Notes Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) hereof all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder transaction which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person Person to participate in the distribution of the New Notes Securities or the Exchange Notes Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of any Issuer.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Company or, if such Holder is an Affiliate, such Holder will comply Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing Exchange Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of Exchange Securities. The Issuers shall use their reasonable best efforts to cause the resale of the same CUSIP and ISIN numbers to be assigned for such Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in Securities as for Exchange Securities issued pursuant to the Registered Exchange Offer.
(fg) Notwithstanding any other provisions hereofInterest on each Exchange Security shall accrue from (A) the later of (x) the last date on which interest was paid on the Registrable Security surrendered in exchange therefor or (y) if the Registrable Security is surrendered for exchange on a date that is after the record date for an interest payment that will occur on or after the date of such exchange and as to which interest will be paid, the Company will ensure that date of such interest payment date, or (iB) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with if no interest has been paid on such Security, from the Act and the rules and regulations date of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingSecurity’s original issue.
Appears in 1 contract
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 75 days following the Settlement Datedate of the original issuance of the Securities, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 150 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days date of the Settlement Dateoriginal issuance of the Securities.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in if requested or required by the Commission, provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all material respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s 's letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder transaction which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder Company.
(f) If any Initial Purchaser determines that it is an Affiliate, such Holder will comply not eligible to participate in the Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Company shall use its best efforts to cause the resale of CUSIP Service Bureau to issue the Exchange Notes; and
(iv) same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Vintage Petroleum Inc)
Registered Exchange Offer. (a) The Company shall shall, at its own cost, and on or before the date that is 180 days after the date of original issue of the Initial Notes (the “Issue Date”) use its commercially reasonable efforts to prepare and, not later than 230 days following file a registration statement (the Settlement Date, file with the Commission the “Exchange Offer Registration Statement Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) on an appropriate form under the Securities Act, with respect to a registered offer (the “Registered Exchange Offer”) to exchange each outstanding Initial Note for a new note of the same series as the Existing Notes (the “Exchange Notes”) having terms substantially identical in all material respects to the outstanding Existing Notes and bearing the same CUSIP number and ISIN number as the Existing Notes. The Company shall use its commercially reasonable efforts (which shall include filing of all necessary amendments to (isuch Exchange Offer Registration Statement) to cause the Exchange Offer Registration Statement to be declared (or become automatically) effective under the Securities Act within 320 270 days after the Issue Date of the Settlement Date Initial Notes and (ii) complete shall keep the Registered Exchange Offer within 365 open for not less than 20 business days (or longer, if required by applicable law) after the date notice of the Settlement Date.
Registered Exchange Offer is mailed to the Holders (bsuch period being called the “Exchange Offer Registration Period”). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer 20 business days after the commencement thereof (or longer, if required by applicable law or any broker-dealer as described in this Section 1 below) Upon provided that the Company has accepted all the Initial Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. Promptly following the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence offer the Registered Exchange OfferNotes in exchange for surrender of the Initial Notes, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange New the Initial Notes for Exchange Notes (provided assuming that such Holder is not an Affiliate affiliate of the Company or is an Affiliate that complies with within the registration and prospectus delivery requirements meaning of the Act to the extent applicable in connection with the resale of the Exchange NotesSecurities Act, acquires the Exchange Notes in the ordinary course of such Holder’s business, business and has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States; provided, however, that Participating Broker-Dealers (as defined below) receiving Exchange Notes in the Registered Exchange Offer will have a substantial proportion prospectus delivery requirement with respect to resales of such Exchange Notes. The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Securities, acquired for its own account as a result of market making activities or other trading activities, for Exchange Notes (a “Participating Broker-Dealer”), is required to deliver a prospectus containing information substantially set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Notes received by such Participating Broker-Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Exchange Notes acquired in exchange for Initial Notes constituting any portion of an unsold allotment is required to deliver a prospectus containing the information required by Items 507 or 508 of Regulation S-K under the Securities Act, as applicable, in connection with such sale. The Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Notes; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by a Participating Broker-Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Participating Broker-Dealers and the Initial Purchasers have sold all Exchange Notes held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Notes for a period of not less than 90 days after the consummation of the Registered Exchange Offer (or such shorter period which such persons are required by applicable law to deliver such prospectus). If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Notes acquired by it as part of its initial distribution, the Company, simultaneously with the delivery of the Exchange Notes pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the “Private Exchange”) for the Initial Notes held by such Initial Purchaser, debt securities of the Company having a principal amount equal to the surrendered Initial Notes, issued under the Indenture and having terms identical in all material respects (including the existence of restrictions on transfer under the Securities Act and the securities laws of the several states of the United States, but excluding the payment of liquidated damages as described in Section 6 hereof) to the Initial Notes (the “Private Exchange Notes”). The Initial Notes, the Exchange Notes and the Private Exchange Notes are herein collectively called the “Securities.
(c) ” In connection with the Registered Exchange Offer, the Company shall:
(ia) deliver or otherwise make available mail to each Holder a copy of the Prospectus prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(iib) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered to the Holders business days (oror longer, in each case, longer if required by applicable law)law or any broker-dealer, as described above) after the date notice thereof is mailed to the Holders;
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(ivc) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough United States of Manhattan in New York CityAmerica, which may be the Trustee or an Affiliate affiliate of the Trustee;
(vd) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day business day on which the Registered Exchange Offer is shall remain open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes; and
(viie) otherwise comply in all material respects with all other applicable law.
(d) laws. As soon as practicable after the close of the Registered Exchange OfferOffer or the Private Exchange, as the case may be, the Company shall:
(ix) accept for exchange all New Notes the Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange OfferOffer and the Private Exchange;
(iiy) deliver to the Trustee for cancellation in accordance with Section 4(n) all New the Initial Notes so accepted for exchange; and
(iiiz) cause the Trustee promptly to authenticate and deliver promptly to each Holder of New the Initial Notes, Exchange Notes a or Private Exchange Notes, as the case may be, equal in principal amount of Exchange Notes equal to the principal amount of the New Initial Notes of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed . The Indenture will provide that the Exchange Notes will not be subject to acknowledge the transfer restrictions set forth in the Indenture and agree that all the Securities will vote and consent together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any Broker-Dealer matter. Interest on each Exchange Note and any such Holder using Private Exchange Note issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment date on which interest was paid on the Initial Note surrendered in exchange therefor or, if no interest has been paid on the such Initial Note, from September 15, 2014. A Holder of Initial Notes who wishes to participate in a distribution of the exchange such notes for Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters, as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. July 2, 1993) and similar no-action letters, and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes obtained by such Holder in exchange for New Notes acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall will be required to provide a written representation represent to the Company that, that at the time of the consummation of the Registered Exchange Offer:
Offer (i) any Exchange Notes to be received by such Holder it will be acquired in the ordinary course of such Holder’s business;
, (ii) such Holder if it is not engaged ina broker-dealer, and does not intend to engage in, and will have it has no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes (within the meaning of the Securities Act;
) of the Exchange Notes, (iii) such Holder it is not an Affiliate “affiliate” of the Company orIssuer as defined in Rule 405 of the Securities Act, or if such Holder it is an Affiliateaffiliate of the Issuer, such Holder that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable applicable, and (iv) if it is a broker-dealer, that it will receive Exchange Notes for its own account in exchange for Initial Notes that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with the any resale of the such Exchange Notes; and
. Any Holder who fails to make such representations will not be entitled to the benefits of Section 6(a) (iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in with respect to a Registration Default related to the Registered Exchange Offer.
(f) ). Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement Statement, and any amendment thereto and any Prospectus prospectus forming part thereof and any supplement thereto thereto, complies in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectusprospectus, does not, as of the consummation of the Registered Exchange Offer, not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Carrizo Oil & Gas Inc)
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 on or prior to 105 days following the Settlement Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 on or prior to 165 days of after the Settlement Date and (ii) complete Closing Date. The Company shall use its best efforts to Consummate the Registered Exchange Offer within 365 on or prior to 205 days of after the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange New Notes Transfer Restricted Securities for Exchange Notes (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with within the registration and prospectus delivery requirements meaning of the Act to the extent applicable in connection with the resale of the Exchange NotesAct, acquires the Exchange Notes in the ordinary course of such Holder’s business, 's business and has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange OfferNotes) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary one or more depositaries or exchange agents (which, in either case, may be the Trustee) for the Registered Exchange Offer with an address (A) in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes at any time prior to 5:00 p.m. (New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that if the Company has not entered into any arrangement or understanding with any person to distribute Notes are then listed on the Luxembourg Stock Exchange Notes to be received in and the Registered Exchange Offer following completion rules of the Registered Luxembourg Stock Exchange Offer and thatso require, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesLuxembourg; and
(viiiv) comply in all material respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Transfer Restricted Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n) all New Notes Transfer Restricted Securities so accepted for exchange; and
(iii) cause the Trustee or the Exchange Notes Trustee, as the case may be, promptly to authenticate and deliver to each Holder of New Transfer Restricted Securities, Exchange Notes of a like principal amount of Exchange Notes equal at maturity to the principal amount of the New Notes Transfer Restricted Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed The Initial Purchasers and the Company acknowledge that, pursuant to acknowledge and agree that any Broker-Dealer and any such Holder using interpretations by the Registered Exchange Offer to participate in a distribution Commission's staff of Section 5 of the Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission Act, and in the Exxon Capital Holdings Corporation (pub. avail. May 13absence of an applicable exemption therefrom, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters, as interpreted in the Commission’s letter each Exchanging Dealer is required to Shearman & Sterling LLP (pub. avail. July 2, 1993) and similar no-action letters, and (y) must comply with the registration and prospectus delivery requirements of the Act deliver a Prospectus in connection with any secondary resale transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan a sale of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes obtained by such Holder in exchange for New Notes acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend Exchanging Dealer pursuant to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the Act;
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offer.
(f) Notwithstanding any Offer in exchange for Transfer Restricted Securities acquired for its own account as a result of market-making activities or other provisions hereoftrading activities. Accordingly, the Company will ensure that shall, subject to comment by the Commission staff:
(i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies include the information set forth in all material respects with (A) Annex A hereto on the Act and the rules and regulations cover of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as (B) Annex B hereto in the forepart of the consummation Exchange Offer Registration Statement in a section setting forth details of the Registered Exchange Offer, include an untrue statement (C) Annex C hereto in the "Plan of Distribution" section of the Prospectus contained in the Exchange Offer Registration Statement and (D) Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; and
(ii) use its best efforts to keep the Exchange Offer Registration Statement continuously effective (subject to the existence of a material fact Supplement Delay Period) under the Act during the Exchange Offer Registration Period for delivery by Exchanging Dealers in connection with sales of Exchange Notes received pursuant to the Registered Exchange Offer, as contemplated by Section 5(g) below.
(f) In the event that any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Transfer Restricted Securities constituting any portion of an unsold allotment of Notes, at the written request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or omit to state the party purchasing Transfer Restricted Securities registered under a material fact necessary in order to make the statements thereinShelf Registration Statement as contemplated by Section 4 hereof from such Initial Purchaser, in exchange for such Transfer Restricted Securities, a like principal amount at maturity of Exchange Notes. Exchange Notes issued in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notes that are not registered under a Shelf Registration Statement as contemplated by Section 4 hereof shall bear a legend as to restrictions on transfer. The Company shall seek to cause the light of CUSIP Service Bureau to issue the circumstances under which they were made, not misleadingsame CUSIP/ISIN/Common Code number for such Exchange Notes as for Exchange Notes issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (NTL Communications Corp)
Registered Exchange Offer. (a) The Company Issuers and the Guarantors shall prepare and use its their commercially reasonable efforts to prepare and, not later than 230 days following the Settlement Date, file with the Commission and cause to be declared effective by the Commission on or prior to the 270th day following the Closing Date the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuers and the Guarantors shall use its their commercially reasonable efforts to (i) cause the Registered Exchange Offer Registration Statement to become effective be completed under the Act within 320 300 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder (i) is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesIssuers, (ii) acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, (iii) at the time of commencement, has no arrangements arrangement or understandings understanding with any person to participate in the distribution (within the meaning of the ActNew Securities, (iv) of the Exchange Notes and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange OfferOffer and (v) is not an Initial Purchaser holding Securities that have the status of an unsold allotment remaining from the initial distribution of the Securities) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company Issuers and the Guarantors shall:
(i) deliver mail or otherwise make available cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than at least 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered to the Holders (or, in each case, or longer if required by applicable law)) after the date notice thereof is mailed to the Holders;
(iii) use its their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act Act, to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, City which may be the Trustee, the Agent, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission as reasonably required (A) state stating that the Company is Issuers and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include including a representation that the Company has Issuers and the Guarantors have not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Companybest of each Issuer’s information and beliefbelief (which may be based upon representations of the Holders under this Agreement or otherwise), each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other laws applicable lawto the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuers and the Guarantors shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee Transfer Agent (as defined in the Indenture) for cancellation in accordance with Section 4(n4(r) hereof all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee or an agent reasonably acceptable to the Issuers to promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, letters and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company Issuers or one any Affiliate of its Affiliatesthe Issuers. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will shall be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will shall have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the ActAct of the Securities or the New Securities;
(iii) such Holder is not an Affiliate of the Company Issuers or any Guarantor or, if such Holder it is an AffiliateAffiliate of the Issuers, such Holder it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable and will provide information to be included in connection the Shelf Registration Statement in accordance with Section 4 hereof in order to have their Securities included in the resale of Shelf Registration Statement and benefit from the Exchange Notesprovisions regarding Registration Default Damages in Section 8 hereof; and
(iv) if such Holder is not prohibited by any lawan Exchanging Dealer, rule or policy then such Holder will comply with the applicable provisions of the Commission Act (including the prospectus delivery requirements thereunder).
(f) If any Initial Purchaser reasonably determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers and the Guarantors shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from participating such Initial Purchasers, in exchange for such Securities, a like principal amount of New Securities. The Issuers and the Guarantors shall use their commercially reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number and International Securities Identification Number (“ISIN”) for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Affinity Gaming, LLC)
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 90 days following the Settlement Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 180 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s 's letter to Shearman Xxxxxxxx & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder Company.
(f) If any Initial Purchaser determines that it is an Affiliate, such Holder will comply not eligible to participate in the Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Company shall use its reasonable best efforts to cause the resale of CUSIP Service Bureau to issue the Exchange Notes; and
(iv) same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Registered Exchange Offer. (a) The Company and the Guarantors shall use its commercially reasonable efforts to ------------------------- prepare and, not later than 230 days following the Settlement DateApril 15, 2002, file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company and the Guarantors shall use its commercially reasonable their best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Datenot later than June 15, 2002.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any person Person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) and to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company and the Guarantors shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trusteeits Affiliate;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. ---------------------------------- avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, ---------------------------- 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has and the Guarantors have not entered into any arrangement or understanding with any person Person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s 's and the Guarantors' information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange Notes; andNew Securities;
(vii) comply in all respects with all applicable laws;
(viii) cause the New Securities to be listed on the Luxembourg Stock Exchange or on any other applicable law.exchange on which the Securities are then listed or quoted;
(ix) if the Securities are listed on the Luxembourg Stock Exchange, (A) provide written notice of the Registered Exchange Offer to the Luxembourg Stock Exchange, (B) publish notice of the Registered Exchange Offer in a Luxembourg newspaper of general circulation announcing (x) the commencement of the Registered Exchange Offer, (y) following completion thereof, the results of such Registered Exchange Offer and (z) the common codes and ISIN numbers of the New Securities, (C) appoint an exchange agent in Luxembourg through which all documents with respect to the Registered Exchange Offer will be made available and (D) cause the New Securities to be accepted for clearance through Euroclear or Clearstream Banking, societe anonyme, Luxembourg;
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company and the Guarantors shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & ---------------------------------- -------------- and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s 's ------------- letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person Person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder Company.
(f) If any Initial Purchaser determines that it is an Affiliate, such Holder will comply not eligible to participate in the Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company and the Guarantors shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Company and the resale of Guarantors shall use their best efforts to cause the Exchange Notes; and
(iv) CUSIP Service Bureau to issue the same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Amvescap PLC/London/)
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 180 days following the Settlement Datedate of the original issuance of the Securities, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Securities Act within 320 360 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days date of the Settlement Dateoriginal issuance of the Securities.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities of any series for New Notes for Exchange Notes Securities of such series (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes such New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and unless separately agreed in writing, not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required required, under the Securities Act to ensure that it is available for sales of Exchange Notes such series of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in if requested or required by the Commission, provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring such New Securities in the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notessuch New Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation cancelation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities of any series (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements requirement of the Securities Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder transaction which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Securities Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities of any series acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the applicable series of Securities or New Notes or the Exchange Notes Securities within the meaning of the Securities Act;; and
(iii) such Holder is not an Affiliate of the Company or, or if such Holder it is an Affiliate, such Holder will comply with the registration and prospectus Prospectus delivery requirements of the Securities Act to the extent applicable in connection with the resale of the Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offerapplicable.
(f) Notwithstanding any other provisions hereofIf, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit prior to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities of any series constituting any portion of an untrue statement unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a material fact or omit to state a material fact necessary in order to make the statements thereinShelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Company shall use its reasonable best efforts to cause the light of CUSIP Service Bureau to issue the circumstances under which they were made, not misleadingsame CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Arauco & Constitution Pulp Inc)
Registered Exchange Offer. (a) The Unless due to any change in law or applicable interpretations thereof by the Commission's staff, the Company determines upon advice of its outside counsel that it is not permitted to effect the Registered Exchange Offer as contemplated by this Section 2, the Company and the Guarantors shall use its commercially reasonable efforts to prepare and, not later than 230 the earlier to occur of March 31, 2005 and the date 30 days following delivery to the Settlement DateCompany from the Company's independent auditors of an audit report covering the Company's consolidated financial statements for the year ending December 31, 2004, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company and the Guarantors shall use its commercially their reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 not later than 120 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Dateafter its filing date.
(b) Upon The Company and the effectiveness Guarantors shall use their reasonable best efforts to cause the Registered Exchange Offer to be consummated not later than 40 days after the effective date of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it . It being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesGuarantors, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shalland the Guarantors shall use their reasonable best efforts to:
(i) deliver mail or otherwise make available cause to be mailed to each Holder of record a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act Act, to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other laws applicable lawto the Registered Exchange Offer.
(d) As soon as practicable Promptly after the close of the Registered Exchange Offer, the Company and the Guarantors shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchangeexchange provided that, in the case of any Securities held in global from by a depositary, authentication and delivery to such depositary of one or more replacement Securities in global form in an equivalent principal amount thereto for the account of such Holders in accordance with the New Securities Indenture shall satisfy such authentication and delivery requirement.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s 's letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder Company.
(f) If any Initial Purchaser determines that it is an Affiliate, such Holder will comply not eligible to participate in the Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser (exclusively for resale under a Shelf Registration Statement) or to the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Company shall use its reasonable best efforts to cause the resale of CUSIP Service Bureau to issue the Exchange Notes; and
(iv) same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (UGS PLM Solutions Asia/Pacific INC)
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 the date (the "Filing Deadline") which is 60 days following after the Settlement date of original issuance of the Notes (the "Issue Date"), file with the Securities and Exchange Commission (the "Commission") a registration statement (the "Exchange Offer Registration Statement Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of the Notes to issue and deliver to such Holders, in exchange for the Notes, a like principal amount of debt securities of the Company identical in all material respects to the Notes (the "Exchange Notes"), except for the transfer restrictions relating to the Notes. The Company shall use its commercially reasonable best efforts to (i) cause the such Exchange Offer Registration Statement to become effective under the Securities Act within 320 120 days after the Issue Date. Following the declaration of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Date.
(b) Upon the effectiveness of the Exchange Offer Registration Reg- istration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Reg- istered Exchange Offer to enable each Holder of the Notes electing to exchange New the Notes for Exchange Notes and (provided assuming that such Holder is not an Affiliate affiliate of the Company or is an Affiliate that complies with within the registration and prospectus delivery requirements meaning of the Act to the extent applicable in connection with the resale of the Exchange NotesSecurities Act, acquires the Exchange Notes in the ordinary course of such Holder’s business, 's business and has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange OfferNotes) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
. In connection with such Regis- tered Exchange Offer, the Company shall take such further action, including, without limitation, appropriate filings under state securities laws, as may be necessary to realize the foregoing objective subject to the proviso of Section 3(h). The Company shall include within the prospectus con- tained in the Exchange Offer Registration Statement a section entitled "Plan of Distribution", which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential "underwriter" status of any broker-dealer that is the beneficial owner (cas defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of Exchange Notes received by such broker-dealer in the Registered Exchange Offer (a "Participating Broker-Dealer"), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies represent the prevail- ing views of the staff of the Commission. Such "Plan of Dis- tribution" section shall also allow the use of the prospectus by all persons subject to the prospectus delivery requirements of the Securities Act, including Participating Broker-Dealers, and include a statement describing the means by which Partici- pating Broker-Dealers may resell the Exchange Notes. The Company shall use its best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securi- ties Act for such period of time as such persons must comply with such requirements in order to resell the Exchange Notes; provided that such period shall not exceed 180 days (or such longer period if extended pursuant to Section 3(j) below). If, upon consummation of the Exchange Offer, the Ini- tial Purchaser holds Notes acquired by it as part of its ini- tial distribution, the Company upon the request of the Initial Purchaser shall simultaneously with the delivery of the Exchange Notes pursuant to the Registered Exchange Offer issue and deliver to the Initial Purchaser, in exchange (the "Private Exchange") for the Notes held by the Initial Purchaser, a like principal amount of debt securities of the Company identical in all material respects to the Notes (the "Private Exchange Notes"). The Private Exchange Notes shall bear the same CUSIP number as the Exchange Notes. In connection with the Registered Exchange Offer, the Company shall:
(ia) deliver or otherwise make available mail to each Holder a copy of the Prospectus prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(iib) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days business days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, or longer if required by applicable appli- cable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(ivc) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the TrusteeYork;
(vd) permit Holders to withdraw tendered New Notes at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day business day on which the Registered Exchange Offer is shall remain open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes; and
(viie) otherwise comply in all respects with all other applicable law.
(d) appli- cable laws. As soon as practicable after the close of the Registered Regis- tered Exchange Offer, Offer the Company shall:
(i) accept for exchange all New the Notes validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to The Bank of New York, as trustee (the Trustee "Trustee") for cancellation in accordance with Section 4(n) all New the Notes so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver promptly to each Holder of New Notes a principal amount of Holder, Exchange Notes equal in principal amount to the principal amount of the New Notes of such Holder that the Company has so accepted for exchange.
. The Exchange Notes and the Private Exchange Notes may be issued under (ei) Each Holder is hereby deemed the Indenture (the "Indenture"), dated as of October 18, 1996, between the Company and the Trustee or (ii) an indenture substantially similar to acknowledge and agree the Indenture, which in either event will provide that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes (x) could will not under Commission policy as in effect on be subject to the date of this Agreement rely on the position of the Commission transfer restrictions set forth in the Exxon Capital Holdings Corporation (pub. avail. May 13Indenture and that the Exchange Notes, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters, as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. July 2, 1993) and similar no-action letters, and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Private Exchange Notes obtained by such Holder in exchange for New and the Notes acquired by such Holder directly from the Company or will vote and consent together on all mat- ters as one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, class and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the Act;
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale that none of the Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company Pri- vate Exchange Notes or the Notes will ensure that (i) have the right to vote or consent as a separate class on any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmatter.
Appears in 1 contract
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 ------------------------- 90 days following the Settlement DateIssue Date (or if such 90th day is not a Business Day, the next succeeding Business Day), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 180 days of the Settlement Issue Date and (ii) complete or if such 180th day is not a Business Day, the Registered Exchange Offer within 365 days of the Settlement Datenext succeeding Business Day).
(ba) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any person Person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(cb) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 30 Business Days and not more than 30 45 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. ---------------------------------- avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, ---------------------------- 1991) and Shearman & Sterling LLP Xxxxxxxx (pub. avail. July 2, 1993) no-action letters, ); and (B) include including ------------------- a representation that the Company has not entered into any arrangement or understanding with any person Person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all material respects with all other applicable lawlaws.
(dc) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(ed) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital ---------------------------- ------------- Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx Xxxxxxxx & Co., Inc. Xxxxxxxx (pub. avail. June 5, 1991) no-action letters, as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. July 2, -------------------- 1993) and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder transaction which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, as a condition to its participation in the Registered Exchange offer, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company in the Letter of Transmittal in the Registered Exchange Offer or by other means that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person Person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder Company.
(e) If any Purchaser determines that it is an Affiliate, such Holder will comply not eligible to participate in the Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Purchaser, the Company shall issue and deliver to such Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Company shall use its best efforts to cause the resale of CUSIP Service Bureau to issue the Exchange Notes; and
(iv) same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (American Tower Corp /Ma/)
Registered Exchange Offer. Resales of New Securities by Exchanging Dealers; Private Exchange.
(a) The Company Issuers shall use its commercially reasonable efforts to prepare and, not later than 230 60 days following the Settlement Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuers shall use its commercially reasonable their best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 150 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate affiliate of the Company or is an Affiliate that complies with Issuers within the registration and prospectus delivery requirements meaning of the Act to the extent applicable in connection with the resale of the Exchange NotesAct, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, 's business and has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange OfferNew Securities) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States, in either case, other than such restrictions as are applicable to publicly traded securities generally.
(c) In connection with the Registered Exchange Offer, the Company Issuers shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes at any time prior to 5:00 p.m. (New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesYork; and
(viiiv) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuers shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n) all New Notes securities so accepted for exchange; and
(iii) cause the Trustee or the New Securities Trustee, as the case may be, promptly to authenticate and deliver to each Holder of Securities, New Notes a Securities equal in principal amount of Exchange Notes equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder The Initial Purchasers and the Issuers acknowledge that, pursuant to interpretations by the Commission's staff of Section 5 of the Act, and in the absence of an applicable exemption therefrom, each Exchanging Dealer is hereby deemed required to acknowledge and agree that deliver a Prospectus in connection with a sale of any Broker-New Securities received by such Exchanging Dealer and any such Holder using pursuant to the Registered Exchange Offer to participate in a distribution of the Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters, as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. July 2, 1993) and similar no-action letters, and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company for its own account as a result of market-making activities or one of its Affiliatesother trading activities. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation to the Company that, at the time of the consummation of the Registered Exchange OfferIssuers shall:
(i) any Exchange Notes received by such Holder will be acquired include the information set forth in Annex A hereto on the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the Act;
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale cover of the Exchange Notes; and
(iv) such Holder is not prohibited by any lawOffer Registration Statement, rule or policy in Annex B hereto in the forepart of the Commission from participating in the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, and any amendment thereto and any in Annex C hereto in the underwriting or plan of distribution section of the Prospectus forming a part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to such Prospectus, does not, as the Registered Exchange Offer; and
(ii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act during the Exchange Offer Registration Period for delivery by Exchanging Dealers in connection with sales of the consummation of New Securities received pursuant to the Registered Exchange Offer, include as contemplated by Section 4(h) below.
(f) In the event that any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an untrue statement unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the party purchasing New Securities registered under a material fact or omit to state a material fact necessary in order to make the statements thereinShelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall seek to cause the light of CUSIP Service Bureau to issue the circumstances under which they were made, not misleadingsame CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Company Issuers and the Guarantors shall prepare and use its commercially their reasonable best efforts to prepare and, not later than 230 days following the Settlement Date, file with the Commission and cause to become effective the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuers and the Guarantors shall use its commercially their reasonable best efforts to (i) cause the Registered Exchange Offer Registration Statement to become effective be completed under the Act within 320 360 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder (i) is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements any of the Act to the extent applicable in connection with the resale of the Exchange NotesIssuers, (ii) acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, (iii) has no arrangements or understandings with any person to participate in the distribution (within the meaning of the ActNew Securities, (iv) of the Exchange Notes and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange OfferOffer and (v) is not an Initial Purchaser holding Securities that have the status of an unsold allotment remaining from the initial distribution of the Securities) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company Issuers and the Guarantors shall:
(i) deliver mail or otherwise make available cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than at least 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered to the Holders (or, in each case, or longer if required by applicable law)) after the date notice thereof is mailed to the Holders;
(iii) use its commercially their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act Act, to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, City which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is Issuers and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include including a representation that the Company has Issuers and the Guarantors have not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other laws applicable lawto the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuers and the Guarantors shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) hereof all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, letters and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company any Issuer or one any Affiliate of its Affiliatesany Issuer. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will shall be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will shall have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the ActAct of the Securities or the New Securities;
(iii) such Holder is not an Affiliate of the Company any Issuer or any Guarantor or, if such Holder it is an AffiliateAffiliate of an Issuer, such Holder it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in connection the Shelf Registration Statement in accordance with Section 4 hereof in order to have their Securities included in the resale of Shelf Registration Statement and benefit from the Exchange Notesprovisions regarding Registration Default Damages in Section 8 hereof; and
(iv) if such Holder is not prohibited by any lawan Exchanging Dealer, rule or policy then such Holder will comply with the applicable provisions of the Commission Securities Act (including the prospectus delivery requirements thereunder).
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers and the Guarantors shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from participating such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers and the Guarantors shall use their commercially reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number and International Securities Identification Number (“ISIN”) for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Nielsen Holdings N.V.)
Registered Exchange Offer. Resales of Exchange Notes by ------------------------------------------------------- Exchanging Dealers; Private Exchange.
(a) The Company Issuer shall use its commercially reasonable efforts to prepare and, not later than 230 within ------------------------------------ 60 days following from the Settlement Datedate of original issuance of the Notes, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuer shall use its commercially reasonable best efforts to (i) to cause the Exchange Offer Registration Statement to become be declared effective under the Securities Act within 320 150 days from the date of original issuance of the Settlement Date Notes, and (ii) complete to consummate the Registered Exchange Offer within 365 180 days from the date of original issuance of the Settlement DateNotes.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall promptly commence the Registered Exchange Offer and use its best efforts to issue on or prior to 30 days after the date on which the Exchange Offer Registration Statement is declared effective by the Commission Exchange Notes in exchange for all Registrable Notes tendered prior thereto in the Registered Exchange Offer, it being the . The objective of such Registered Exchange Offer is to enable each Holder electing to exchange New Registrable Notes for Exchange Notes (provided assuming that such Holder (x) is not an "affiliate" of the Issuer within the meaning of the Securities Act, (y) is not a broker-dealer that acquired the Registrable Notes in a transaction other than as a part of its market-making or other trading activities and (z) if such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notesa broker-dealer, acquires the Exchange Notes in the ordinary course of such Holder’s 's business, is not participating in the distribution of the Exchange Notes and has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange OfferNotes) to trade resell such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company Issuer shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for acceptance for not less than 20 Business Days 30 days and not more than 30 Business Days after the date on which notice thereof is delivered to the Holders 45 days (or, in each case, or longer if required by applicable law)) after the date notice thereof is mailed to the Holders;
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes at any time prior to 5:00 p.m. (New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesYork; and
(viiiv) comply in all material respects with all other applicable lawlaws relating to the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuer shall:
(i) accept for exchange all New Registrable Notes validly duly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n) all New Registrable Notes so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes a principal amount of Exchange Notes equal in principal amount to the principal amount of the New Registrable Notes of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed The Initial Purchaser and the Issuer acknowledge that, pursuant to acknowledge and agree that any Broker-Dealer and any such Holder using interpretations by the Registered Exchange Offer to participate in a distribution of the Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position staff of the Commission of Section 5 of the Securities Act, and in the Exxon Capital Holdings Corporation (pub. avail. May 13absence of an applicable exemption therefrom, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters, as interpreted in the Commission’s letter each Exchanging Dealer is required to Shearman & Sterling LLP (pub. avail. July 2, 1993) and similar no-action letters, and (y) must comply with the registration and prospectus delivery requirements of the Act deliver a Prospectus in connection with any secondary resale transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan a sale of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes obtained by such Holder in exchange for New Notes acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes received by such Holder will be Exchanging Dealer pursuant to the Registered Exchange Offer in exchange for Registrable Notes acquired in for its own account as a result of market-making activities or other trading activities. Accordingly, the ordinary course of such Holder’s business;Issuer shall:
(iii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate include the information set forth in Annex A hereto on the distribution cover of the New Notes or the Exchange Notes within the meaning of the Act;
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale Prospectus forming a part of the Exchange Notes; and
(iv) such Holder is not prohibited by any lawOffer Registration Statement, rule or policy in Annex B hereto in the forepart of the Commission from participating Exchange Offer Registration Statement in a section setting forth details of the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, in Annex C hereto in the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any underwriting or plan of distribution section of the Prospectus forming a part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement in Annex D hereto in the letter of transmittal delivered pursuant to such Prospectus, does not, as the Registered Exchange Offer; and
(ii) use its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Securities Act during the Exchange Offer Registration Period for delivery of the consummation prospectus included therein by Exchanging Dealers in connection with sales of Exchange Notes received pursuant to the Registered Exchange Offer, include as contemplated by Section 5(h) below.
(f) In the event that the Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Registrable Notes constituting any portion of an untrue statement unsold allotment, upon the effectiveness of a material fact the Shelf Registration Statement as contemplated by Section 3 hereof and at the request of the Initial Purchaser, the Issuer shall issue and deliver to the Initial Purchaser, or omit to state a material fact necessary in order to make the statements thereinparty purchasing Registrable Notes registered under the Shelf Registration Statement from the Initial Purchaser, in exchange for such Registrable Notes, a like principal amount of Exchange Notes. The Issuer shall use its best efforts to cause the light of CUSIP Service Bureau to issue the circumstances under which they were made, not misleadingsame CUSIP number for such Exchange Notes as for Exchange Notes issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The To the extent not prohibited by any applicable law, or interpretations of the Commission's staff, the Company and the Guarantors shall use its commercially reasonable efforts to prepare and, not later than 230 60 days following the Settlement Datedate of the original issuance of the Securities (or if such 60th day is not a Business Day, the next succeeding Business Day), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company and the Guarantors shall use its commercially reasonable their respective best efforts to (i) cause the Exchange Offer Registration Statement to become be declared effective under the Act within 320 150 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days date of the Settlement Dateoriginal issuance of the Securities (or if such 150th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any person Person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company and the Guarantors shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable their respective best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act Act, to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers and other persons, if any, subject to similar prospectus delivery requirements during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in if requested by the Commission, provide a supplemental letter to the Commission, Commission (A) state stating that the Company is and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has and the Guarantors have not entered into any arrangement or understanding with any person Person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of and that the Registered Exchange Offer Company and that, the Guarantors will not issue New Securities to the Company’s information and belief, each any Holder participating in the Registered Exchange Offer who fails to certify to the Company that such Holder is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person Person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all material respects with all other laws applicable lawto the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company and the Guarantors shall:
(i) accept for exchange all New Notes validly Securities duly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n5(s) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities, if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Company or one of its Affiliates, (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s 's letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, transaction and any secondary resale transactions by such Holder transaction must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes obtained by such Holder in exchange for New Notes acquired by such Holder directly from the Company or one of its AffiliatesAct. Accordingly, as a condition to its participation in the Registered Exchange Offer pursuant to the terms of this Agreement, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent in writing or by electronic message in accordance with the procedures of the depositary to the Company and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, has and will have no arrangement or understanding with any person Person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, or any of the Guarantors (or if such Holder it is an Affiliate, such Holder that it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes; andapplicable).
(ivf) such Holder If any Initial Purchaser determines that it is not prohibited eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company and the Guarantors shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by any lawSection 3 hereof from such Initial Purchaser, rule or policy in exchange for such Securities, a like principal amount of New Securities. The Company and the Commission from participating in Guarantors shall use their respective best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Hayes Lemmerz International Inc)
Registered Exchange Offer. (a) The Company Unless not permitted by applicable law, the Issuer shall use its commercially reasonable efforts to prepare and, not later than 230 120 days following the Settlement Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuer shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 210 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall promptly as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesIssuer, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company Issuer shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, ; provided, however, that the Issuer shall only be required to mail such Prospectus to Holders will be deemed to have received of which the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participantsIssuer is aware after due inquiry;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company Issuer is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company Issuer has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Companybest of the Issuer’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all material respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuer shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(r) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly as soon as practicable to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuer that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder Issuer.
(f) If any Initial Purchaser determines that it is an Affiliate, such Holder will comply not eligible to participate in the Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuer shall issue and deliver to such Initial Purchaser (exclusively for resale under a Shelf Registration Statement) or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Issuer shall use its reasonable best efforts to cause the resale of CUSIP Service Bureau to issue the Exchange Notes; and
(iv) same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (US Oncology Holdings, Inc.)
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 120 days following the Settlement Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 180 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered to the Holders (or, in each case, or longer if required by applicable law), and not more than 45 Business Days after the date notice thereof is mailed to the Holders;
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) , provided such withdrawal is made in accordance with the terms of the Exchange Offer Registration Statement or and letter of transmittal and related documents;
(yvi) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange OfferOffer in accordance with the terms of the Exchange Offer Registration Statement and letter of transmittal and related documents;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation commencement of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have has no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder Company.
(f) If any Initial Purchaser determines that it is an Affiliate, such Holder will comply not eligible to participate in the Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Company shall use commercially reasonable efforts to cause the resale of CUSIP Service Bureau to issue the Exchange Notes; and
(iv) same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Southern Copper Corp/)
Registered Exchange Offer. (a) The Company Unless prohibited by applicable law or regulations of the Commission, the Issuers shall use its commercially reasonable efforts to prepare and, not later than 230 180 days following the Settlement Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuers shall use its all commercially reasonable efforts to (i) cause have the Exchange Offer Registration Statement to become declared effective under the Act within 320 270 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuers shall promptly commence the Registered Exchange OfferOffer and shall use all commercially reasonable efforts to issue the New Securities within 30 Business Days, or longer, if required by applicable securities laws, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements any of the Act to the extent applicable in connection with the resale of the Exchange NotesIssuers, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company Issuers shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required required, under the Act in order to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuers shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of any Issuer.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Company or, if such Holder is an Affiliate, such Holder will comply Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their best efforts to cause the resale of CUSIP Service Bureau to issue the Exchange Notes; and
(iv) same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 days following the Settlement Date, file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange New Notes for Exchange Notes (provided that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes, acquires the Exchange Notes in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered ------------------------- Exchange Offer, the Company shall:
(i) deliver or otherwise make available to each Holder a copy the Obligor shall comply with all of the Prospectus forming part provisions of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company Section 4(c) below (“DTC”) for distribution to its participantsother than those that are not applicable);
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes at any time prior to 5:00 p.m. (New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, if the Commission so requests, the Obligor shall make the following representations (in a supplemental letter substantially the form set forth below) to the staff of the Commission, :
(A) state that the Company Obligor is conducting registering the Registered Notes and the Registered Exchange Offer in reliance on the position of the staff of the Commission enunciated in the Exxon Capital ------------- Holdings Corporation Commission no-action letter (pub. avail. available May -------------------- 13, 1988), ) and the Xxxxxx Xxxxxxx & and Co., Inc. Commission no- ---------------------------- action letter (pub. avail. available June 5, 1991) and ), as interpreted in the Shearman & Sterling LLP Commission no-action letter (pub. avail. available July ------------------- 2, 1993) no-action letters, and ); and
(B) include a representation that the Company Obligor has not entered into any arrangement or understanding with any person to distribute the Exchange Registered Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Obligor's information and belief, each Holder Person participating in the Registered Exchange Offer is acquiring the Exchange Registered Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes; and
(vii) comply Registered Notes to be received in all respects with all other applicable law.
(d) As soon as practicable after the close of the Registered Exchange Offer. In this regard, the Company shall:
(i) accept for exchange all New Notes validly tendered and not validly withdrawn pursuant to Obligor will make each person participating in the Registered Exchange Offer;
Offer aware (iithrough the Prospectus included in the Exchange Offer Registration Statement or otherwise) deliver to that, if the Trustee Registered Notes and the Registered Exchange Offer are being registered for cancellation in accordance with Section 4(n) all New Notes so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder purpose of New Notes a principal amount of Exchange Notes equal to the principal amount - 7 - secondary resales of the New Notes of such Holder that the Company has accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge and agree that Registered Notes, any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Registered Notes (x1) could not rely on the staff position enunciated in such Exxon Capital Holdings Corporation letter or similar letters and (2) must comply with registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction of the Registered Notes. The Obligor acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 of Regulation S-K;
(iii) the Obligor will require each Holder that is a Broker- Dealer and that is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of Notes acquired for its own account as a result of market-making activities or other trading activities (a "Participating Broker-Dealer"), to include a representation in such --------------------------- Participating Broker-Dealer's letter of transmittal with respect to the Registered Exchange Offer that such Participating Broker-Dealer has not entered into any arrangement or understanding with the Obligor or any affiliate of the Obligor to distribute the Registered Notes;
(iv) the Obligor (1) will make each Person participating in the Registered Exchange Offer aware (through the Prospectus included in the Exchange Offer Registration Statement or otherwise) that any Broker-Dealer who holds Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Registered Notes in exchange for such Notes pursuant to the Registered Exchange Offer, may be a statutory underwriter and in connection with any resale of such Registered Notes must deliver a Prospectus meeting the requirements of the Securities Act and describing the methods by which Participating Broker-Dealers may resell such Registered Notes, and (2) will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Registered Exchange Offer the following additional provision: "If the undersigned is a broker-dealer holding Notes acquired for its own account as a result of market-making activities or other trading activities, the undersigned hereby acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Registered Notes received in respect of such Notes pursuant to the Registered Exchange Offer" and the transmittal letter or similar documentation may also include a statement to the effect that by so acknowledging and by delivering a Prospectus, a Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act;
(v) as a condition to its participation in the Registered Exchange Offer pursuant to the terms of this Agreement, each Holder of the Notes who tenders such Notes pursuant to the Registered Exchange Offer shall furnish a written representation to the Obligor (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that by accepting the Registered Exchange Offer, such Holder represents to the Obligor that:
(A) it is not an affiliate of the Obligor (within the meaning of the Securities Act);
(B) it is not engaged in and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Registered Notes to be issued in the Registered Exchange Offer;
(C) it is acquiring the Registered Notes in its ordinary course of business; and
(D) if it is a Participating Broker-Dealer holding Notes acquired for its own account as a result of market-making activities or other trading activities, it acknowledges that it will deliver a Prospectus meeting the requirements of the Securities Act in connection with any resale of Registered Notes received in respect of such Notes pursuant to the Registered Exchange Offer; and the transmittal letter or similar documentation may also include a statement to the effect that by so acknowledging and by delivering a Prospectus, a Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act; and
(vi) the Obligor shall include within the Prospectus contained in the Exchange Offer Registration Statement a section entitled "Plan of Distribution," which shall contain:
(A) a statement substantially to the effect that any Broker- Dealer and any Holder using the Registered Exchange Offer to participate in a distribution of the Registered Notes to be acquired in the Registered Exchange Offer:
(I) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in the Xxxxxx Xxxxxxx and Co., Inc. ---------------------------- Commission no-action letter (available June 5, 1991) and the Exxon Capital Holdings Corporation Commission no-action ---------------------------------- letter (pub. avail. available May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. July 2, 1993) and similar no-action letters, and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes obtained by such Holder in exchange for New Notes acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the Act;
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.-----------
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Arch Communications Inc)
Registered Exchange Offer. Resales of New Securities by Exchanging Dealers' Private Exchange.
(a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 days following the Settlement Date, and file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange OfferOffer not later than 60 days following the Closing Date. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 150 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with within the registration and prospectus delivery requirements meaning of the Act to the extent applicable in connection with the resale of the Exchange NotesAct, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, 's business and has no arrangements or understandings with any person to participate in i the distribution (within the meaning of the Act) of the Exchange Notes and is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange OfferNew Securities) to trade transfer such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 calendar days and not more than 30 Business Days 45 calendar days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes at any time prior to 5:00 p.m. (New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesYork; and
(viiiv) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of Securities New Notes a Securities of the appropriate series equal in principal amount of Exchange Notes equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder The Purchasers and the Company acknowledge that, pursuant to interpretations by the Commission's staff of Section 5 of the Act, and in the absence of an applicable exemption therefrom, each Exchanging Dealer is hereby deemed required to acknowledge and agree that deliver a Prospectus in connection with a sale of any Broker-New Securities received by such Exchanging Dealer and any such Holder using pursuant to the Registered Exchange Offer to participate in exchange for Securities acquired for its own account as a distribution result of market-making activities or other trading activities. Accordingly, the Company shall:
(i) include the information set forth in Annex A hereto on the cover of the Exchange Notes (x) could not under Commission policy as Offer Registration Statement, in effect on Annex B hereto in the date of this Agreement rely on the position forepart of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters, as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. July 2, 1993) and similar no-action letters, and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes obtained by such Holder in exchange for New Notes acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide Registration Statement in a written representation to the Company that, at the time of the consummation section setting forth details of the Registered Exchange Offer:
(i) any Exchange Notes received by such Holder will be acquired , and in Annex C hereto in the ordinary course underwriting or plan of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution section of the New Notes or the Exchange Notes within the meaning Prospectus forming a part of the Act;
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to such Prospectus, does not, as the Registered Exchange Offer; and
(ii) use its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act during the Exchange Offer Registration Period for delivery of the consummation Prospectus forming a part thereof by Exchanging Dealers in connection with sales of New Securities received pursuant to the Registered Exchange Offer, include as contemplated by Section 4(h) below.
(f) In the event that any Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an untrue statement unsold allotment, at the request of such Purchaser, the Company shall issue and deliver to such Purchaser or the party purchasing New Securities registered under a material fact or omit to state a material fact necessary in order to make the statements thereinShelf Registration Statement as contemplated by Section 3 hereof from such Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Company shall seek to cause the light CUSIP Service Bureau to issue the same CUSIP number(s) for such New Securities as for the corresponding series of New Securities issued pursuant to the circumstances under which they were made, not misleadingRegistered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) a. The Company shall use its commercially reasonable efforts to prepare and, not later than 230 180 days following the Settlement Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the each Registered Exchange Offer. The Company shall use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Securities Act within 320 245 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) b. Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the each Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of eligible and electing Securities to exchange such Securities for applicable New Notes for Exchange Notes Securities (provided that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notesany Issuer, acquires the Exchange Notes applicable New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes applicable New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the such Registered Exchange Offer) to trade such Exchange Notes applicable New Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) c. In connection with the each Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available cause to be delivered to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the each Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered to the Holders (or, in each case, or longer if required by applicable law)) after the date notice thereof is mailed to the Holders;
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Securities Act, supplemented and amended as required under the Act Securities Act, to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the each Registered Exchange Offer with an address in the Borough continental United States of Manhattan in New York CityAmerica, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the each Registered Exchange Offer is open, by sending to the institution specified in the notice, facsimile transmission or letter received by such time setting forth the name of such Holder, the principal amount of Securities delivered for exchange, and a statement that such Holder is withdrawing such Holder’s election to have such Securities exchanged;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in if reasonably requested by the Initial Purchasers or required by the Commission, provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer Offers in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities of such series to be received in the Registered Exchange Offer following completion of the such Registered Exchange Offer and that, to the best of the Company’s information and belief, each Holder participating in the applicable Registered Exchange Offer is acquiring such New Securities in the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notessuch New Securities; and
(vii) comply in all material respects with all other applicable lawlaws.
(d) d. As soon as practicable after the close of the each Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities duly tendered and not validly withdrawn pursuant to the such Registered Exchange OfferOffer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each participating Holder of New Notes Securities of such series a principal amount of Exchange Notes applicable New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) e. Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Brokerbroker-Dealer dealer and any such Holder using the a Registered Exchange Offer to participate in a distribution of the Exchange Notes applicable New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Securities Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the a Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities to be received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Securities Act;; and
(iii) such Holder is not an Affiliate of the Company.
f. If any Initial Purchaser determines that it is not eligible to participate in a Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company orshall issue and deliver to such Initial Purchaser or the person purchasing the applicable New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, if in exchange for such Holder is an AffiliateSecurities, such Holder will comply with the registration and prospectus delivery requirements a like principal amount of the Act applicable New Securities. The Company shall use its commercially reasonable efforts to cause the extent applicable in connection with CUSIP Service Bureau to issue the resale of the Exchange Notes; and
(iv) same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in the New Securities as for New Securities issued pursuant to a Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Registered Exchange Offer. (a) The Company shall use its commercially reasonable best efforts to prepare andand file, not later than 230 days following the Settlement DateSeptember 17, file 2018, with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 days of the Settlement Date on or prior to December 17, 2018 and (ii) complete use its reasonable best efforts to consummate the Registered Exchange Offer within 365 days of the Settlement Dateas promptly as practicable, but in any event on or prior to January 14, 2019.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person Person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes; and
(viivi) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, transaction and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person Person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder Company.
(f) If any Dealer Manager determines that it is an Affiliate, such Holder will comply not eligible to participate in the Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Dealer Manager, the Company shall issue and deliver to such Dealer Manager or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Dealer Manager, in connection with exchange for such Securities, a like principal amount of New Securities. The Company shall use its reasonable best efforts to cause the resale of CUSIP Service Bureau to issue the Exchange Notes; and
(iv) same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Bath & Body Works Brand Management, Inc.)
Registered Exchange Offer. (a) The Unless otherwise not permitted by applicable law, the Company shall use its commercially reasonable efforts to prepare and, not later than 230 days following the Settlement Date, and shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuers shall use its their commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 240 days of the Settlement Closing Date and (ii) complete or if such day is not a Business Day, the Registered Exchange Offer within 365 days of the Settlement Datenext succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly Issuers shall, as soon as practicable, commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange Notesany Issuer, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, ; provided that the Company shall only be required to mail such Prospectus to Holders will be deemed to have received of which the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participantsis aware after reasonable inquiry;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented supplemented, amended and amended current as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & and Co., Inc. Inc . (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include including a representation that the Company has Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all material respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuers shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) use its commercially reasonable efforts to cause the Trustee to promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. Inc . (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company Issuers or one of its their Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;; and
(iii) such Holder is not an Affiliate of the Company or, if such Holder Issuers.
(f) If any Initial Purchaser determines that it is an Affiliate, such Holder will comply not eligible to participate in the Registered Exchange Offer with the registration and prospectus delivery requirements of the Act respect to the extent applicable exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser (exclusively for resale under a Shelf Registration Statement) or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in connection with exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their commercially reasonable efforts to cause the resale of CUSIP Service Bureau to issue the Exchange Notes; and
(iv) same CUSIP number for such Holder is not prohibited by any law, rule or policy of the Commission from participating in New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Shoreline Real Estate Partnership, LLP)
Registered Exchange Offer. (a) The Company shall prepare and use its commercially reasonable best efforts to prepare andfile, not later than 230 120 days following the Settlement Closing Date, file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 180 days of the Settlement Date and (ii) Closing Date. The Company further agrees to use its reasonable best efforts to complete the Registered Exchange Offer within 365 no later than 225 days of following the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shall:
(i) deliver mail or otherwise make available cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law)Holders;
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, ); and (B) include a representation xxxxxdxxx x xepresentation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes New Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the best of the Company’s 's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes New Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesNew Securities; and
(vii) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) all New Notes Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s interpretex xx xhx Xxxxxssion's letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes (within the meaning of the Act) of the Securities or the New Securities;
(iii) such Holder is not an Affiliate of the Company or, Company;
(iv) if such Holder is an Affiliatenot a Broker-Dealer, that it is not engaged in, and does not intend to engage in, the distribution of the New Securities;
(v) if such Holder is a Broker-Dealer, that it will comply with the registration receive New Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus delivery requirements of the Act to the extent applicable in connection with the any resale of the Exchange Notessuch New Securities; and
(ivvi) such Holder is not prohibited acting on behalf of any person who, to its knowledge, could not truthfully make the foregoing representations.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by any lawSection 3 hereof from such Initial Purchaser, rule or policy in exchange for such Securities, a like principal amount of New Securities. The Company shall use its best efforts to cause the Commission from participating in CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Registered Exchange Offer. (a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 on or prior to 45 days following after the Settlement Issue Date, file with the Commission a registration statement on an appropriate form under the Exchange Offer Registration Statement Securities Act with respect to a proposed offer (the "Registered Exchange Offer. The ") to the Holders of the Notes to issue and deliver to such Holders, in exchange for the Notes, a like principal amount of debt securities of the Company identical in all material respects to the Notes (the "Exchange Notes") and shall use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement such registration statement to become effective under the Securities Act as soon as practical after filing and in any event within 320 the earlier of (i) 90 days of after the Settlement Issue Date and or (ii) complete 30 days after the consummation of the initial public offering of the Company's common stock, par value $.01 per share (the "Common Stock"). Upon the effectiveness of that registration statement, the Company shall commence the Registered Exchange Offer within 365 days and shall cause the same to remain open for such period of time, and to be conducted in accordance with such procedures as may be required by the Settlement Date.
(b) Upon the effectiveness applicable provisions of the Exchange Offer Registration StatementAct, and in any event for not less than 30 days after the Company shall promptly commence date notice of the Registered Exchange OfferOffer is mailed to the Holders of the Notes. However, it being the Registered Exchange Offer shall be consummated in any event on or prior to the 150th day following the Issue Date. It shall be the objective of such Registered Exchange Offer to enable each Holder electing to exchange New Notes for Exchange Notes (provided assuming that such Holder is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes in the ordinary course of such Holder’s business, 's business and has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange OfferNotes) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act or the Exchange Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(cb) In connection with The Company shall indicate in a "Plan of Distribution" section contained in the Registered Exchange Offer, the Company shall:
(i) deliver or otherwise make available to each Holder final prospectus constituting a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed registration statement relating to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open that any Broker-Dealer who holds Notes that were acquired for not less its own account as a result of market-making activities or other trading activities (other than 20 Business Days and not more than 30 Business Days after Notes acquired directly from the date on which notice thereof is delivered to the Holders (orCompany), in each case, longer if required by applicable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available may exchange such Notes for sales of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes at any time prior to 5:00 p.m. (New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes; and
(vii) comply in all respects with all other applicable law.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n) all New Notes so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate and deliver to each Holder of New Notes a principal amount of Exchange Notes equal to the principal amount of the New Notes of . However, such Holder that the Company has accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge and agree that any Broker-Dealer and any such Holder using may be deemed an "underwriter" within the Registered Exchange Offer to participate in a distribution meaning of the Exchange Notes (x) could not under Commission policy as in effect on Act and, therefore, must deliver a prospectus meeting the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters, as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. July 2, 1993) and similar no-action letters, and (y) must comply with the registration and prospectus delivery requirements of the Exchange Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing resales of the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes obtained received by such Holder in exchange for New Notes acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating it in the Registered Exchange Offer shall Offer, which prospectus delivery requirement may be required to provide a written representation to satisfied by the Company that, at the time delivery by such Broker-Dealer of the consummation of final prospectus contained in the registration statement relating to the Registered Exchange Offer:
(i) any . Such "Plan of Distribution" section also shall state that the delivery by a Broker-Dealer of the final prospectus relating to the Registered Exchange Offer in connection with resales of Exchange Notes received shall not be deemed an admission by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder Broker-Dealer that it is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes an "underwriter" within the meaning of the Exchange Act;
(iii) such Holder is not an Affiliate , and shall contain all other information with respect to the resales of the Company orExchange Notes by Broker-Dealers that the Commission may require in connection therewith, if but such Holder is an Affiliate, "Plan of Distribution" shall not name any such Holder will comply with Broker-Dealer or disclose the registration and prospectus delivery requirements amount of the Act Exchange Notes held by any such Broker-Dealer except to the extent applicable required by the Commission as a result of a change in connection with the resale of the Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule rule, regulation or policy after the date of the Commission from participating in the Registered Exchange Offerthis Agreement.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Danbury Pharmacal Puerto Rico Inc)
Registered Exchange Offer. (a) The Company Issuer shall prepare and use its commercially reasonable best efforts to prepare and, not later than 230 days following the Settlement Date, file with the Commission and cause to become effective the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuer shall use its commercially reasonable best efforts to (i) cause the Registered Exchange Offer Registration Statement to become effective be completed under the Act within 320 270 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Original Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange New Notes Securities for Exchange Notes Securities (provided assuming that such Holder (i) is not an Affiliate of the Company or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesIssuer, (ii) acquires the Exchange Notes Securities in the ordinary course of such Holder’s 's business, (iii) has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and Securities, (iv) is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange OfferOffer and (v) is not an Initial Purchaser holding Securities that have the status of an unsold allotment remaining from the initial distribution of the Securities) to trade such Exchange Notes Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company Issuer shall:
(i) deliver mail or otherwise make available cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than at least 20 Business Days and not more than 30 Business Days after the date on which notice thereof is delivered to the Holders (or, in each case, or longer if required by applicable law)) after the date notice thereof is mailed to the Holders;
(iii) use its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act Act, to ensure that it is available for sales of Exchange Notes Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the Exchange Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in provide a supplemental letter to the Commission, Commission (A) state stating that the Company Issuer is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include including a representation that the Company Issuer has not entered into any arrangement or understanding with any person to distribute the Exchange Notes Securities to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s best of the Issuer's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes Securities in its the ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesSecurities; and
(vii) comply in all respects with all other laws applicable lawto the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuer shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) hereof all New Notes Securities so accepted for exchange; and
(iii) cause the Exchange Securities Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s 's letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, letters and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company any Issuer or one any Affiliate of its Affiliatesany Issuer. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuer that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes Securities received by such Holder will shall be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will shall have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the ActAct of the Securities or the Exchange Securities;
(iii) such Holder is not an Affiliate of the Company or, if such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesIssuer or any Guarantor; and
(iv) if such Holder is not prohibited an Exchanging Dealer, then such Holder will deliver a Prospectus in connection with a sale of any Exchange Securities received by any law, rule or policy of the Commission from participating in such Holder pursuant to the Registered Exchange Offer.
(f) Notwithstanding If any other provisions hereofInitial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Company will ensure that (i) any Issuer shall issue and deliver to such Initial Purchaser or the person purchasing Exchange Offer Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of Exchange Securities. The Issuer shall use its reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, International Securities Identification Number (ii"ISIN") any for such Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit Securities as for Exchange Securities issued pursuant to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (BCP Crystal Holdings Ltd. 2)
Registered Exchange Offer. (a) The Company Issuer and the Guarantors shall use its commercially reasonable efforts to prepare and, not later than 230 90 days following the Settlement Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company Issuer shall use its commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 180 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company Issuer shall (i) promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate of Holdings, the Company Operating Partnership or is an Affiliate that complies with the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes New Securities and is not prohibited by any law, rule law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States, and (ii) use commercially reasonable efforts to consummate the Registered Exchange Offer not later than 90 Business Days after the effective date of the Registered Exchange Offer.
(c) In connection with the Registered Exchange Offer, the Company Issuer and the Guarantors shall:
(i) mail (or, with respect to Holders holding Securities in book-entry form, deliver through the facilities of DTC or otherwise make available any successor depository) to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 45 Business Days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required required, under the Act to ensure that it is available for sales of Exchange Notes New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York CityOffer, which may be the Trustee or an Affiliate of the TrusteeAffiliate;
(v) permit Holders to withdraw tendered New Notes Securities at any time prior to 5:00 p.m. (the close of business, New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes; and
(viivi) comply in all respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company Issuer and the Guarantors shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n4(s) hereto all New Notes Securities so accepted for exchange; and
(iii) issue and cause the Trustee promptly to authenticate and deliver to each Holder of New Notes Securities a principal amount of Exchange Notes New Securities equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange; provided, however, that, in the case of any Securities held in global form by a depositary, authentication and delivery to such depositary of one or more Securities in global form in an equivalent principal amount thereto for the account of such Holders in accordance with the Indenture shall satisfy such authentication and delivery requirement.
(e) Each Holder is hereby deemed to acknowledge acknowledges and agree agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the Exchange Notes New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx & and Co., Inc. (pub. avail. June 5, 1991) no-action letters), as interpreted in the Commission’s letter to Shearman & Sterling LLP (pub. avail. dated July 2, 1993) 1993 and similar no-action letters, ; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction, and any secondary resale transactions by such Holder which must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of Exchange Notes New Securities obtained by such Holder in exchange for New Notes Securities acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to provide a written representation represent to the Company Issuer that, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes New Securities received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes Securities or the Exchange Notes New Securities within the meaning of the Act;
(iii) such Holder is not an Affiliate of Holdings, the Company or, if such Holder is an Affiliate, such Holder will comply with Operating Partnership or the registration and prospectus delivery requirements of the Act to the extent applicable in connection with the resale of the Exchange NotesCompany; and
(iv) if such Holder is not prohibited a Broker-Dealer that will receive New Securities for its own account in exchange for Securities that were acquired by any such Broker-Dealer as a result of market-making or other trading activities, then such Holder shall deliver a prospectus meeting the requirements of the Act (or to the extent permitted by law, rule or policy shall make available a prospectus to purchasers) in connection with any resale of such New Securities.
(f) The Issuer and the Guarantors shall comply with the applicable requirements of the Commission Act, the Exchange Act, and other applicable laws and regulations in connection with the Registered Exchange Offer. The Registered Exchange Offer shall not be subject to any conditions, other than that the Registered Exchange Offer does not violate applicable law or any applicable interpretation of the Commission’s staff.
(g) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuer and the Guarantors shall issue and deliver to such Initial Purchaser or the person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from participating such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuer and the Guarantors shall use their reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP and ISIN numbers for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
Samples: Registration Rights Agreement (Digital Realty Trust, L.P.)
Registered Exchange Offer. Resales of New Securities by ------------------------------------------------------- Exchanging Dealers; Private Exchange. ------------------------------------
(a) The Company shall use its commercially reasonable efforts to prepare and, not later than 230 90 days following the Settlement Closing Date, shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its commercially reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 320 180 days of the Settlement Date and (ii) complete the Registered Exchange Offer within 365 days of the Settlement Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Notes for Exchange Notes Securities (provided assuming that such Holder is not an Affiliate affiliate of the Company or is an Affiliate that complies with within the registration and prospectus delivery requirements meaning of the Act to the extent applicable in connection with the resale of the Exchange NotesAct, acquires the Exchange Notes New Securities in the ordinary course of such Holder’s business, 's business and has no arrangements or understandings with any person to participate in the distribution (within the meaning of the Act) of the Exchange Notes and is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange OfferNew Securities) to trade such Exchange Notes New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Company shallshall use its best efforts to :
(i) deliver or otherwise make available mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal or similar documentation and related documents, provided, however, Holders will be deemed to have received the documents referred to above upon delivery of such documents to The Depository Trust Company (“DTC”) for distribution to its participants;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date on which notice thereof is delivered mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required under the Act to ensure that it is available for sales of Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered New Notes at any time prior to 5:00 p.m. (New York City time), on the last Business Day on which the Registered Exchange Offer is open;
(vi) either (x) in the Exchange Offer Registration Statement or (y) prior to effectiveness of the Exchange Offer Registration Statement, in a supplemental letter to the Commission, (A) state that the Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in the Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling LLP (pub. avail. July 2, 1993) no-action letters, and (B) include a representation that the Company has not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Registered Exchange Offer following completion of the Registered Exchange Offer and that, to the Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange NotesYork; and
(viiiv) comply in all material respects with all other applicable lawlaws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Company shall:
(i) accept for exchange all New Notes validly Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with Section 4(n) all New Notes Securities so accepted for exchange; and
(iii) cause the Trustee or the New Securities Trustee, as the case may be, promptly to authenticate and deliver to each Holder of whose Securities have been accepted for exchange New Notes a Securities equal in principal amount of Exchange Notes equal to the principal amount of the New Notes Securities of such Holder that the Company has so accepted for exchange.
(e) Each Holder The Purchasers and the Company acknowledge that, pursuant to interpretations by the Commission's staff of Section 5 of the Act, and in the absence of an applicable exemption therefrom, each Exchanging Dealer is hereby deemed required to acknowledge and agree that deliver a Prospectus in connection with a sale of any Broker-New Securities received by such Exchanging Dealer and any such Holder using pursuant to the Registered Exchange Offer to participate in exchange for Securities acquired for its own account as a distribution result of market-making activities or other trading activities. Accordingly, the Company shall:
(i) include information of the type set forth (A) in Annex A hereto on the cover of the Exchange Notes Offer Registration Statement, (xB) could not under Commission policy as in effect on Annex B hereto in the date of this Agreement rely on the position forepart of the Commission Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, (C) in Annex C hereto in the Exxon Capital Holdings Corporation underwriting or plan of distribution section of the Prospectus forming a part of the Exchange Offer Registration Statement and (pub. avail. May 13, 1988D) and Xxxxxx Xxxxxxx & Co., Inc. (pub. avail. June 5, 1991) no-action letters, as interpreted in Annex D hereto in the Commission’s letter Letter of Transmittal delivered pursuant to Shearman & Sterling LLP the Registered Exchange Offer; and
(pub. avail. July 2, 1993ii) and similar no-action letters, and (y) must comply with use its best efforts to keep the registration and prospectus delivery requirements of Exchange Offer Registration Statement continuously effective under the Act during the Exchange Offer Registration Period for delivery by Exchanging Dealers in connection with any secondary resale transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing sales of New Securities received pursuant to the selling security holder and plan of distribution information required by Item 507 or 508Registered Exchange Offer, as applicable, of Regulation S-K under contemplated by Section 4(h) below.
(f) In the Act if the resales are of Exchange Notes obtained by such Holder in exchange for New Notes acquired by such Holder directly from the Company or one of its Affiliates. Accordingly, each Holder participating event that any Purchaser determines that it is not eligible to participate in the Registered Exchange Offer shall be required to provide a written representation with respect to the Company thatexchange of Securities constituting any portion of an unsold allotment, at the time of the consummation of the Registered Exchange Offer:
(i) any Exchange Notes received by such Holder will be acquired in the ordinary course request of such Holder’s business;
(ii) such Holder is not engaged inPurchaser, and does not intend to engage in, and will have no arrangement or understanding with any person to participate in the distribution of the New Notes or the Exchange Notes within the meaning of the Act;
(iii) such Holder is not an Affiliate of the Company orshall issue and deliver to such Purchaser in exchange for such Securities, if a like principal amount of New Securities. The Company shall seek to cause the CUSIP Service Bureau to issue the same CUSIP number for such Holder is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act New Securities as for New Securities issued pursuant to the extent applicable in connection with the resale of the Exchange Notes; and
(iv) such Holder is not prohibited by any law, rule or policy of the Commission from participating in the Registered Exchange Offer.
(f) Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies in all material respects with the Act and the rules and regulations of the Commission thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such Prospectus, does not, as of the consummation of the Registered Exchange Offer, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Appears in 1 contract
