Registered Exchange Offer. The Issuers shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “Issue Date”), file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- fer”) to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that the Exchange Securities will not contain terms with respect to transfer restrictions, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). The Exchange Securities will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”) between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”), such indenture to be identical in all material respects to the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the 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 Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each Issuer, each Initial Purchaser and each Exchanging Dealer acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “Exchanging Dealer”) is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in the “Exchange Offer Procedures” and “Purpose of the Exchange Offer” sections of such prospectus, and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:
Appears in 2 contracts
Samples: Lin Tv Corp, Lin Tv Corp
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 75 days following the date of original issuance of the Securities (the “Issue Date”"ISSUE DATE"), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- fer”"REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "EXCHANGE SECURITIES") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 135 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 165 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”"EXCHANGE SECURITIES INDENTURE") between among the Company, the Guarantors party thereto RIC Holding and Holding and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”"EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) to do so, and to trade such Exchange 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. Each IssuerThe Company, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “Exchanging Dealer”) "EXCHANGING DEALER"), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private "PRIVATE Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "PRIVATE EXCHANGE SECURITIES") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 2 contracts
Samples: Riverwood Holding Inc, Riverwood Holding Inc
Registered Exchange Offer. The Issuers Issuer and the Guarantors shall (i) use their reasonable best efforts to prepare and, not later than 90 180 days following the date of original issuance of the Securities Dollar Senior Subordinated Notes (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an Form S-4 (or, if applicable, on another appropriate form form) under the Securities Act with respect to a proposed offer to the Holders of the Securities Dollar Senior Subordinated Notes (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the SecuritiesDollar Senior Subordinated Notes, a like aggregate principal amount of debt securities of the Company Issuer (the "Exchange Dollar Senior Subordinated Notes") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”)Dollar Senior Subordinated Notes, except that the Exchange Securities Dollar Senior Subordinated Notes will not contain terms be subject to restrictions on transfer or to any increase in annual interest for failure to comply with respect to transfer restrictions, (ii) use their reasonable best efforts to this Agreement and thereafter cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 260 days after the Issue Date Date, and the Registered Exchange Offer to be consummated completed no later than 225 290 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”)Date. The Exchange Securities Dollar Senior Subordinated Notes will be issued under the Dollar Senior Subordinated Indenture or an indenture (the “"Exchange Securities Dollar Senior Subordinated Indenture”") between among the CompanyIssuer, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Dollar Initial Purchasers, as trustee (the “"Exchange Securities Dollar Senior Subordinated Trustee”"), such indenture to be identical in all material respects to the Dollar Senior Subordinated Indenture, except that such indenture shall not contain any provisions relating to restrictions on transfer with respect to the transfer restrictions relating Exchange Dollar Senior Subordinated Notes or to the Securities (as described above)any increase in annual interest for failure to comply with this Agreement. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Issuer shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Dollar Senior Subordinated Notes for Exchange Securities Dollar Senior Subordinated Notes (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Issuer or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an a Dollar Initial Purchaser holding Securities Dollar Senior Subordinated Notes that have, or that are reasonably likely to have, have the status of an unsold allotment in an remaining from the initial distributiondistribution of the Dollar Senior Subordinated Notes, (c) acquires the Exchange Securities Dollar Senior Subordinated 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 of the Exchange SecuritiesDollar Senior Subordinated Notes) and to trade such Exchange Securities Dollar Senior Subordinated 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. Each The Issuer, each the Guarantors, the Dollar Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Dollar Senior Subordinated Notes, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities Dollar Senior Subordinated Notes (an “"Exchanging Dealer”) is required "), may be deemed to be an "underwriter" within the meaning of the Securities Act and must deliver a prospectus containing substantially meeting the information set forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in the “Exchange Offer Procedures” and “Purpose requirements of the Exchange Offer” sections of such prospectus, and in Annex C hereto in the “Plan of Distribution” section of such prospectus Securities Act in connection with a sale of any such Exchange Securities Dollar Senior Subordinated Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Issuer shall:
Appears in 2 contracts
Samples: TRW Automotive Inc, TRW Automotive Inc
Registered Exchange Offer. The Issuers shall (i) use their reasonable best efforts to prepare and, not later than 90 180 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “"Exchange Securities”"), except that the Exchange Securities will not contain terms with respect to transfer restrictions, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 270 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 300 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the 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 Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each Issuer, each Initial Purchaser and each Exchanging Dealer acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “"Exchanging Dealer”") is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in the “"Exchange Offer Procedures” " and “"Purpose of the Exchange Offer” " sections of such prospectus, and in 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 any an Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“"Regulation S-K”"), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “"Private Exchange Securities”"), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:
Appears in 2 contracts
Samples: Activant Solutions Inc /De/, Activant Solutions Inc /De/
Registered Exchange Offer. The Issuers Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall (i) use their reasonable best efforts to prepare and, not later than 90 days following (such 90th day being a "FILING DEADLINE") after the date of original issuance of on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Issue Date”"CLOSING DATE"), file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"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 the 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 Of- fer”) Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company that are issued under the Indenture, identical in all material respects to the Notes Initial Securities and are unconditionally guaranteed by registered under the Guarantors Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"), except that the Exchange Securities will not contain terms with respect to transfer restrictions, (ii) . The Company shall use their reasonable its best efforts to (i) cause the such Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 within 150 days after the Issue Closing Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date (such 150th day being an "EFFECTIVENESS DEADLINE") and (iiiii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the 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 consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Period”Statement is declared effective (such 40th day being the "CONSUMMATION DEADLINE"). The Exchange Securities will be issued under Following the Indenture or an indenture (the “Exchange Securities Indenture”) between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”), such indenture to be identical in all material respects to the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above). Upon declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable 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 the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under of the Company within the meaning of the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange SecuritiesSecurities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) and to trade such Exchange 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. Each Issuer, each Initial Purchaser and each Exchanging Dealer The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that which is a broker-dealer electing to exchange Securities Initial Securities, acquired for its own account as a result of market-market making activities or other trading activities activities, for Exchange Securities (an “Exchanging Dealer”) "EXCHANGING DEALER"), is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover of such prospectuscover, in (b) Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus" section, and in (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 any an Initial Purchaser that elects to sell Private Exchange Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and or 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”)Act, as applicable, in connection with such sale. Upon 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 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 an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial 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 180 days after the consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the upon consummation of the Registered Exchange Offer, any Holder Initial Purchaser holds any Initial Securities acquired by it that have, or that are reasonably likely to be determined to have, the status as part of an unsold allotment in an its initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such HolderCompany, simultaneously with the delivery of the Exchange Securities in pursuant to the Registered Exchange Offer, shall issue and deliver to any such HolderInitial Purchaser upon the written request of such Initial Purchaser, in exchange (the "PRIVATE EXCHANGE") for the Initial Securities held by such Holder (the “Private Exchange”)Initial Purchaser, a like aggregate principal amount of debt securities of the Company issued under the Indenture and the Guarantors that are identical in all material respects to the Exchange Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Initial Securities, the Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear are herein collectively called the same CUSIP number as the Exchange Securities"SECURITIES". In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 2 contracts
Samples: Registration Rights Agreement (GSV Inc /Fl/), GSV Inc /Fl/
Registered Exchange Offer. The Issuers and the Guarantors shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “Issue Date”), and file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an Form S-4 (or, if applicable, on another appropriate form form) under the Securities Act with respect to a proposed offer to the Holders of the Securities Notes (the “Registered Exchange Of- ferOffer”) to issue and deliver to such Holders, in exchange for the SecuritiesNotes, a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors Issuers (the “Exchange SecuritiesNotes”)) that are identical to the Notes, except that the Exchange Securities Notes will not contain terms be subject to restrictions on transfer or to any increase in annual interest for failure to comply with respect to transfer restrictions, (ii) use their reasonable best efforts to this Agreement and thereafter cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 365 days after the date of original issuance of the Notes (the “Issue Date Date”), and the Registered Exchange Offer to be consummated completed no later than 225 395 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”)Date. The Exchange Securities Notes will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”) between among the CompanyIssuers, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”), such indenture to be identical in all material respects to the Indenture, except that such indenture shall not contain any provisions relating to restrictions on transfer with respect to the transfer restrictions relating Exchange Notes or to the Securities (as described above)any increase in annual interest for failure to comply with this Agreement. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers and the Guarantors shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer Offer, to enable each Holder electing to exchange Securities Notes for Exchange Securities Notes (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of either of the Issuers or any Guarantor or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Notes that have, or that are reasonably likely to have, have the status of an unsold allotment in an remaining from the initial distributiondistribution of the Notes, (c) acquires the Exchange Securities Notes in the ordinary course of such Holder’s business, business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesNotes) and to trade such Exchange Securities 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. Each IssuerThe Issuers, each the Guarantors, the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Notes, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities Notes (an “Exchanging Dealer”) is required ), may be deemed to be an “underwriter”, within the meaning of the Securities Act and must deliver a prospectus containing substantially meeting the information set forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in the “Exchange Offer Procedures” and “Purpose requirements of the Exchange Offer” sections of such prospectus, and in Annex C hereto in the “Plan of Distribution” section of such prospectus Securities Act in connection with a sale of any such Exchange Securities Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers and the Guarantors shall:
Appears in 2 contracts
Samples: Universal City Travel Partners, Universal City Travel Partners
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectushereto, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and or 508 of Regulation S-K under the Securities Act and the Exchange Act (“"Regulation S-K”"), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 2 contracts
Samples: Registration Rights Agreement (Smithfield Foods Inc), Registration Rights Agreement (Smithfield Foods Inc)
Registered Exchange Offer. The Issuers shall (i) use their reasonable best efforts to prepare andCompany shall, at its own cost, not later than 90 120 days following after the date of original issuance issue of the Initial Securities (the “Issue Date”), prepare and file with the Securities and Exchange Commission (the “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 to the Holders of the Securities (the “Registered Exchange Of- ferOffer”) 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 that are issued under the Indenture and identical in all material respects to the Notes Initial Securities (except for the transfer restrictions relating to the Initial Securities and are unconditionally guaranteed by the Guarantors (provisions relating to the “Exchange Securities”), except matters described in Section 6 hereof) that would be registered under the Securities Act. The Initial Securities and the Exchange Securities will not contain terms with respect to transfer restrictions, (ii) are herein collectively called the “Securities.” The Company shall use their its reasonable best efforts to cause the such Exchange Offer Registration Statement to become effective under the Securities Act no later than within 180 days after days, of the Issue Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date and (iii) shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). The Company shall use its reasonable best efforts to consummate the Registered Exchange Securities Offer no later than the 225th day after the Issue Date (such 225th day, the “Consummation Deadline”). If the Company effects the Registered Exchange Offer, the Company will be issued under entitled to close the Indenture or an indenture (Registered Exchange Offer promptly following 30 days after the “Exchange Securities Indenture”) between commencement thereof provided that the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to Company has accepted all the Initial Purchasers, as trustee (Securities theretofore validly tendered in accordance with the “terms of the Registered Exchange Securities Trustee”), such indenture to be identical in all material respects to Offer. Following the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above). Upon declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable 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 the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under of the Company within the meaning of the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesSecurities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) and to trade such Exchange 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. Each Issuer, each Initial Purchaser and each Exchanging Dealer The Company acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, (i) in the absence of an applicable exemption therefrom, each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “Exchanging Dealer”) ), is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover of such prospectuscover, in (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” sections of such prospectussection, and in (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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause keep the Private 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 bear the same CUSIP number as 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, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below). In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 2 contracts
Samples: Registration Rights Agreement (Wells Fargo & Company/Mn), Registration Rights Agreement (Wells Fargo & Company/Mn)
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 45 days following the date of original issuance of the Securities Issue Date (the “Issue Date”as hereinafter defined), the Company and the Guarantors (i) shall file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of the Securities (the “Registered Exchange Of- fer”) to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities senior subordinated notes of the Company that are (the "Exchange Securities") substantially identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 120 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 165 days after the Issue Date and (iii) shall keep the Registered Exchange Offer Registration Statement effective open for a period of not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasersyou, as trustee (the “"Exchange Securities Trustee”"), such indenture to be substantially identical in all material respects to the Indenture, Indenture except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate (as defined in Rule 405 under of the Company within the meaning of the Securities ActAct or (ii) of the Issuers or an Exchanging Dealer (as defined hereinbelow) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, 's business and (dc) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges (as defined below) acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that which is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-market making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus" section, and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 2 contracts
Samples: Registration Rights Agreement (General Inspection Laboratories Inc), Registration Rights Agreement (General Inspection Laboratories Inc)
Registered Exchange Offer. The Issuers Issuer and the Guarantors shall (i) use their reasonable best efforts to prepare and, not later than 90 180 days following the date of original issuance of the Securities Euro Senior Subordinated Notes (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an Form S-4 (or, if applicable, on another appropriate form form) under the Securities Act with respect to a proposed offer to the Holders of the Securities Euro Senior Subordinated Notes (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the SecuritiesEuro Senior Subordinated Notes, a like aggregate principal amount of debt securities of the Company Issuer (the "Exchange Euro Senior Subordinated Notes") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”)Euro Senior Subordinated Notes, except that the Exchange Securities Euro Senior Subordinated Notes will not contain terms be subject to restrictions on transfer or to any increase in annual interest for failure to comply with respect to transfer restrictions, (ii) use their reasonable best efforts to this Agreement and thereafter cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 260 days after the Issue Date Date, and the Registered Exchange Offer to be consummated completed no later than 225 290 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”)Date. The Exchange Securities Euro Senior Subordinated Notes will be issued under the Euro Senior Subordinated Indenture or an indenture (the “"Exchange Securities Euro Senior Subordinated Indenture”") between among the CompanyIssuer, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Euro Initial Purchasers, as trustee (the “"Exchange Securities Euro Senior Subordinated Trustee”"), such indenture to be identical in all material respects to the Euro Senior Subordinated Indenture, except that such indenture shall not contain any provisions relating to restrictions on transfer with respect to the transfer restrictions relating Exchange Euro Senior Subordinated Notes or to the Securities (as described above)any increase in annual interest for failure to comply with this Agreement. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Issuer shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Euro Senior Subordinated Notes for Exchange Securities Euro Senior Subordinated Notes (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Issuer or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an a Euro Senior Subordinated Initial Purchaser holding Securities Euro Senior Subordinated Notes that have, or that are reasonably likely to have, have the status of an unsold allotment in an remaining from the initial distributiondistribution of the Euro Senior Subordinated Notes, (c) acquires the Exchange Securities Euro Senior Subordinated 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 of the Exchange SecuritiesEuro Senior Subordinated Notes) and to trade such Exchange Securities Euro Senior Subordinated 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. Each The Issuer, each the Guarantors, the Euro Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Euro Senior Subordinated Notes, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities Euro Senior Subordinated Notes (an “"Exchanging Dealer”) is required "), may be deemed to be an "underwriter" within the meaning of the Securities Act and must deliver a prospectus containing substantially meeting the information set forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in the “Exchange Offer Procedures” and “Purpose requirements of the Exchange Offer” sections of such prospectus, and in Annex C hereto in the “Plan of Distribution” section of such prospectus Securities Act in connection with a sale of any such Exchange Securities Euro Senior Subordinated Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Issuer shall:
Appears in 2 contracts
Samples: TRW Automotive Inc, TRW Automotive Inc
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 45 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by Securities except for the Guarantors (transfer restrictions relating to the “Exchange Securities”), except that the Exchange Securities will not contain terms with respect to transfer restrictions, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 195 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer 2 Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Airxcel Inc
Registered Exchange Offer. The Issuers Registrants shall (i) use their reasonable best efforts to (i) prepare and, not later than 90 days following the date of original issuance of the Securities (the “Issue Date”), and file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company guaranteed by the Guarantors (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange transfer restrictions relating to the Securities will not contain terms with respect and the rights relating to transfer restrictionsthis Agreement, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 270 days after following the date of original issuance of the Securities (the "Issue Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date Date") and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Registrants and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”), such indenture to be identical in all material respects to the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above"). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Registrants shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities ActSection 10(e) below) of any of the Issuers Registrants or of an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Registrants, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and guaranteed by the Guarantors (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private NRG Northeast Registration Rights Agreement Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture Indenture as the Exchange Securities, and the Company Registrants shall use its their reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities, upon resale of the Private Exchange Securities pursuant to a registration statement declared by the Commission. In connection with the Registered Exchange Offer, the Issuers Registrants shall:
Appears in 1 contract
Samples: Somerset Power LLC
Registered Exchange Offer. The Issuers Company shall (ii)(A) use their reasonable best efforts to prepare and, and (B) not later than 90 60 days (or, if the Issue Date (as defined herein) shall fall in January of any year, such number of days, not less than 60, as shall equal the number of days between the Issue Date and the third business day following the day on which the Company files with the Commission its Annual Report on Form 10-K with respect to its preceding fiscal year) following the date of original issuance of on which the Purchaser gives written notice to the Company to commence a registration pursuant to the Securities Act as contemplated by this Agreement (the “date on which such notice is given, the "Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") who are not prohibited by applicable law or interpretations thereof by the Commission's staff from participating in the Registered Exchange Offer to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions and registration rights relating to transfer restrictionsthe Securities, (ii) use their its commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 210 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"); provided that the Company may elect to close the Registered Exchange Offer 30 days after the commencement thereof (unless otherwise required by applicable law), so long as the Company has accepted all Securities validly tendered in accordance with the terms of the Registered Exchange Offer. Notwithstanding the preceding sentence, the Issue Date must occur during the period commencing on the date of the termination of the Merger Agreement, in accordance with its terms, and ending one year thereafter. The Exchange Securities will be issued under the Indenture indenture pursuant to which the Securities were issued ("the Indenture") or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Company and the Trustee trustee under the Indenture or such other bank or trust company that is reasonably satisfactory to the Initial PurchasersPurchaser, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions and registration rights relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial the Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business, and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesSecurities and (e) is not otherwise prohibited by applicable law or interpretations thereof by the Commission's staff from participating in the Registered Exchange Offer) and to trade such Exchange 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. Each IssuerThe Company, each Initial the Purchaser and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial the Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it the Purchaser is required to deliver a prospectus containing the information required by Items Item 507 and Item 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”)Act, as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shallCompany, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, shall issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its commercially reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 30 days following the date of original issuance of the Securities (the “Issue Date”"ISSUE DATE"), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- fer”"REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company that are (the "EXCHANGE SECURITIES") identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 105 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 135 days after the Issue Date Date, and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”"EXCHANGE SECURITIES INDENTURE") between among the Company, the Subsidiary Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasersyou, as trustee (the “Exchange Securities Trustee”"EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all material respects to the Indenture, Indenture except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined hereinbelow) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, 's business and (dc) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Initial Purchaser and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-market making activities or other trading activities activities, for Exchange Securities (an “Exchanging Dealer”) "EXCHANGING DEALER"), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any the Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and or 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation "REGULATION S-K”"), as applicable, in connection with such a sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:.
Appears in 1 contract
Registered Exchange Offer. The Issuers Company and the Note Guarantors shall (ia) use their reasonable best efforts to prepare and, not later than 90 105 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities and the holders of the Existing Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such HoldersHolders or holders of Existing Securities, in exchange for the Securities or the Existing Securities, as the case may be, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes Securities and are unconditionally guaranteed by the Guarantors (Existing Securities, as the “Exchange Securities”)case may be, except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (iib) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 165 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 195 days after the Issue Date and (iiic) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders and the holders of Existing Securities (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between among the Company, the Note Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities, and each holder of Existing Securities electing to exchange Existing Securities, as the case may be, for Exchange Securities (assuming that such Holder or holder of Existing Securities (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities or Existing Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of business of such Holder’s businessHolder or such holder of Existing Securities, as the case may be, and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Note Guarantors, the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder or holder of Existing Securities that is a broker-dealer electing to exchange Securities or Existing Securities, as the case may be, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder or holder of Existing Securities holds any Securities or Existing Securities, as the case may be, acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder or holder of Existing Securities is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such HolderHolder or holder of Existing Securities, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such HolderHolder or holder of Existing Securities, in exchange for the Securities or Existing Securities, as the case may be, held by such Holder or holder of Existing Securities (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: American Media Mini Mags Inc
Registered Exchange Offer. The Issuers Upon the written request of any holders of Securities, aggregating not less than 25% in aggregate principal amount at maturity of the Securities at the time then outstanding, which request may be made at any time on or after November 12, 2002 (the "Trigger Date"), the Company shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “Issue Date”), and file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for any and all of the SecuritiesSecurities (including any and all PIK Notes issued after consummation of the Registered Exchange Offer under the Exchange Securities Indenture (as defined below)), a like aggregate principal amount at maturity of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that they will have been registered pursuant to an effective registration statement under the Exchange Securities Act and will not contain terms with respect to transfer restrictionsprovisions restricting transfer, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Trigger Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Trigger Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities as well as any PIK Notes will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or (ii) an Exchanging Dealer (as defined hereinbelow) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, 's business and (dc) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the blue sky or securities laws of the several states of the United States. Each IssuerThe Company, each Initial Purchaser the Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Maxxim Medical Inc/Tx
Registered Exchange Offer. The Issuers Company and the Guarantors shall ------------------------- (i) use their reasonable best efforts to prepare and, not later than 90 120 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration ---------- statement (the “"Exchange Offer Registration Statement”") on an appropriate form ------------------------------------- under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such ------------------------- Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in ------------------- all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 210 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will ---------------------------------- be issued under the Indenture or an indenture (the “"Exchange Securities ------------------- Indenture”") between the Company, the Guarantors party thereto and the Trustee or such other --------- bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical --------------------------- in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business, and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesSecurities and (e) is not otherwise prohibited by applicable law or interpretations thereof by the Commission's staff from participating in the Registered Exchange Offer) and to trade such Exchange 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. Each IssuerThe Company, each the Guarantors, the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is ----------------- required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any an Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it such Initial Purchaser is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”)Act, as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate ---------------- principal amount of debt securities of the Company and (the Guarantors "Private Exchange ---------------- Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange ---------- Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Registration Rights Agreement (Kansas City Southern Industries Inc)
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “Issue Date”)September 30, 2003, file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- ferOffer”) to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the “Exchange Securities”) that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the date of original issuance of the Securities (the “Issue Date Date”) and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). The Exchange Securities will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”) between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial PurchasersPurchaser, as trustee (the “Exchange Securities Trustee”), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Initial Purchaser and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “Exchanging Dealer”) ), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” sections of such prospectus, section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the written request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and (the Guarantors “Private Exchange Securities”) that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Carpenter Technology Corp)
Registered Exchange Offer. The Issuers Unless, because of any change in law or applicable interpretations thereof by the Commission's staff, the Company and the Note Guarantors determine in good faith after consultation with counsel that they are not permitted to effect the Registered Exchange Offer (as defined herein), the Company and the Note Guarantors shall (i) use their reasonable best efforts to prepare and, not later than 90 75 days following the date of original issuance of the Securities Notes (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities Notes (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the SecuritiesNotes, a like aggregate principal amount of debt securities of the Company (the "Exchange Notes") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”)Notes, except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Notes, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Registered Exchange Offer Registration Statement effective open for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities Notes will be issued under the Indenture or an indenture (the “"Exchange Securities Notes Indenture”") between among the Company, the Note Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Notes Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities Notes (as described above). All references in this Agreement to "prospectus" shall, except where the context otherwise requires, include any prospectus (or amendment or supplement thereto) filed with the Commission pursuant to Section 6 of this Agreement. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Notes for Exchange Securities Notes (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Notes that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities Notes in the ordinary course of such Holder’s 's business, and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesNotes and (e) if such Holder is not an Exchanging Dealer (as defined below), it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes) and to trade such Exchange Securities 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. Each IssuerThe Company, each the Note Guarantors, the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Notes, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities Notes (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section (if any) and in Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder shall notify the Company in writing that it holds any Securities Notes acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder notifies the Company in writing that it believes that it is not entitled to participate in the Registered Exchange Offer (other than because it has an understanding or arrangement with any person to participate in the distribution of the Exchange Notes) and such Holder has not received a written opinion from counsel to the Company, reasonably acceptable to such Holder to the effect that such Holder is legally permitted to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities Notes in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities Notes held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Notes") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”)Notes, except with respect to for the transfer restrictions relating to such Private Exchange SecuritiesNotes. The Private Exchange Securities Notes will be issued under the same indenture as the Exchange SecuritiesNotes, and and, if permitted under the policies established at such time by the CUSIP Service Bureau of Standard & Poor's Corporation, the Company shall use its reasonable best efforts to cause the Private Exchange Securities Notes to bear the same CUSIP number as the Exchange SecuritiesNotes. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Pliant Corp International
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 60 days following the date of original issuance of the Securities Senior Discount Notes (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under Form S-1 or Form S-4, if the Securities Act use of such forms is then available, with respect to a proposed offer to the Holders of the Securities Senior Discount Notes (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the SecuritiesSenior Discount Notes, a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”)Senior Discount Notes, except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Senior Discount Notes, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Senior Discount Exchange Securities Notes will be issued under the Senior Discount Notes Indenture or an indenture (the “"Senior Discount Exchange Securities Notes Indenture”") between the Company, the Guarantors party thereto Company and the Senior Discount Notes Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Senior Discount Exchange Securities Notes Trustee”"), such indenture to be identical in all material respects to the Senior Discount Notes Indenture, except with respect to for the transfer restrictions relating to the Securities Senior Discount Notes (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the 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 Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each Issuer, each Initial Purchaser and each Exchanging Dealer acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “Exchanging Dealer”) is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in the “Exchange Offer Procedures” and “Purpose of the Exchange Offer” sections of such prospectus, and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities Senior Discount Notes acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Senior Discount Exchange Securities Notes in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities Senior Discount Notes held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Senior Discount Exchange Securities Notes (the “"Private Senior Discount Exchange Securities”Notes"), except with respect to for the transfer restrictions relating to such Private Senior Discount Exchange SecuritiesNotes. The Private Senior Discount Exchange Securities Notes will be issued under the same indenture as the Senior Discount Exchange SecuritiesNotes, and the Company shall use its reasonable best efforts to cause the Private Senior Discount Exchange Securities Notes to bear the same CUSIP number as the Senior Discount Exchange SecuritiesNotes. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Trans Resources Inc
Registered Exchange Offer. The Issuers shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “Issue Date”), file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- fer”) to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that the Exchange Securities will not contain terms with respect to transfer restrictions, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). The Exchange Securities will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”) between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”), such indenture to be identical in all material respects to the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the 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 Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each Issuer, each Initial Purchaser and each Exchanging Dealer acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “Exchanging Dealer”) is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in the “Exchange Offer Procedures” and “Purpose of the Exchange Offer” sections of such prospectus, and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation occurrence of the Registered Exchange Offer in accordance with this Section 1the Registration Rights Agreement, the provisions Issuer or the Company, as applicable, will issue, under the Second Supplemental Indenture, and, upon receipt of this Agreement shall continue an authentication order in accordance with the Indenture, the Trustee will authenticate one or more Global Notes in an aggregate principal amount equal to applythe principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Registered Exchange Offer by Persons that certify in the applicable letter of transmittal that (A) they are not Broker-Dealers, mutatis mutandis, solely with respect to Transfer Restricted (B) they are not participating in a distribution of the Exchange Securities and (C) they are not affiliates (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (vdefined in Rule 144) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging DealersIssuer or the Company, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofapplicable. If, prior to Following the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in will be treated as the Registered same series as the original Notes. Concurrently with the issuance of such Exchange OfferSecurities, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (Trustee will cause the “Private Exchange”), a like aggregate principal amount of debt securities of the Company Restricted Global Notes to be reduced accordingly, and the Guarantors that are identical in all material respects Issuer or the Company, as applicable, will execute and the Trustee will authenticate and deliver to the Exchange Securities Persons designated by the Holders of Definitive Notes so accepted Definitive Notes in the appropriate principal amount. EXHIBIT A [FORM OF FACE OF NOTE] [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (the “Private Exchange SecuritiesDTC”), except with respect NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [Restricted Notes Legend] THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER STATE SECURITIES LAW. THIS SECURITY REPRESENTED BY THIS GLOBAL CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR (B) PURSUANT TO AN APPLICABLE EXEMPTION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, AND UNLESS IN ACCORDANCE WITH THE INDENTURE REFERRED TO HEREINAFTER, COPIES OF WHICH ARE AVAILABLE AT THE CORPORATE TRUST OFFICE OF THE TRUSTEE. EACH PURCHASER OF THE SECURITIES REPRESENTED HEREBY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER (TOGETHER WITH ANY SUCCESSOR PROVISION, AND AS SUCH RULE MAY HEREAFTER BE AMENDED FROM TIME TO TIME, “RULE 144A”). IN ADDITION, ANY SUCH TRANSFER OR OTHER DISPOSITION IS SUBJECT TO THE CONDITIONS CONTAINED IN THE PURCHASE AGREEMENT. A COPY OF SUCH CONDITIONS WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ALL OTHER APPLICABLE JURISDICTIONS, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. Prior to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under expiration of the same indenture as the Exchange Securities, and the Company Restricted Period each Regulation S Note shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securitiesfollowing additional legend: THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. In connection with the Registered Exchange OfferTERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. [FORM OF NOTE] No. $ MAPLE ESCROW SUBSIDIARY, the Issuers shall:INC.
Appears in 1 contract
Samples: Second Supplemental Indenture (Keurig Dr Pepper Inc.)
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 60 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Guarantors, the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Apogent Technologies Inc
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities Series A Notes (the “Issue Date”"ISSUE DATE"), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities Series A Notes (the “Registered Exchange Of- fer”"REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the SecuritiesSeries A Notes, a like aggregate principal amount of debt securities of the Company (the "EXCHANGE NOTES") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”)Series A Notes, except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Series A Notes, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 210 days after the Issue Date (such later date, the "CONSUMMATION DEADLINE") and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities Notes will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”"EXCHANGE NOTES INDENTURE" ) between among the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”"EXCHANGE NOTES TRUSTEE"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities Series A Notes (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such the Registered Exchange Offer to enable each Holder electing to exchange Securities Series A Notes for Exchange Securities Notes (assuming that such Holder (ai) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying that fails to comply with the requirements of the next sentence, (bii) is not an Initial Purchaser holding Securities Series A Notes that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (ciii) acquires the Exchange Securities Notes in the ordinary course of such Holder’s business, 's business and (div) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesNotes) and to trade such Exchange Securities 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. Each IssuerThe Company, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Series A Notes, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities Notes (an “Exchanging Dealer”"EXCHANGING DEALER") is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “Exchange Offer Procedures” and “Purpose of the "The Exchange Offer” sections of such prospectus, " section and in Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities Series A Notes acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities Notes in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities Series A Notes held by such Holder (the “Private Exchange”"PRIVATE EXCHANGE"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "PRIVATE EXCHANGE NOTES") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”)Notes, except with respect to for the transfer restrictions relating to such Private Exchange SecuritiesNotes. The Private Exchange Securities Notes will be issued under the same indenture as the Exchange SecuritiesNotes, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities Notes to bear the same CUSIP number as the Exchange SecuritiesNotes. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Nevada Power (Nevada Power Co)
Registered Exchange Offer. The Issuers Company and Holdings shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Securities Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between among the Company, the Guarantors party thereto Holdings and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon As soon as practicable after the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each Holdings, the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Wesco International Inc
Registered Exchange Offer. The Issuers Company and the Guarantors shall (i) use their reasonable best efforts to prepare and, not later than 90 75 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount at maturity of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described aboveherein). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined hereinbelow) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, 's business and (dc) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each Initial Purchaser the Guarantors, the Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “Exchanging Dealer”) is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in the “Exchange Offer Procedures” and “Purpose of the Exchange Offer” sections of such prospectus, and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:the
Appears in 1 contract
Samples: Maxxim Medical Inc/Tx
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 45 days following the date of on which the original issuance of Securities were sold to the Securities Initial Purchaser pursuant to the Purchase Agreement (the “"Issue Date”"), shall file with the Securities and Exchange Commission (the "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 the Securities (the “Registered Exchange Of- fer”) to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company that are (the "Exchange Securities") identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect to transfer restrictions, (ii) registration rights and liquidated damages relating to the Securities, shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date Date, and (iii) shall keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after commencing the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasersyou, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, Indenture except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate (as defined in Rule 405 under of the Company within the meaning of the Securities ActAct or (ii) of the Issuers or an Exchanging Dealer (as defined hereinbelow) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, 's business and (dc) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange Securities from and after their receipt without any limitations or restrictions restrictions, except as provided herein, under the Securities Act and without material restrictions under the securities laws of the several states of the United States. Each IssuerThe Company, each the Initial Purchaser and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities ActAct by the Commission's staff, (i) each Holder that which is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-market making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus" section, and in 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 any the Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, allotment it is required to deliver a prospectus containing the information required by Items 507 and or 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”)Act, as applicable, in connection with such a sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Anacomp Inc)
Registered Exchange Offer. The Issuers Unless, because of any change in law or applicable interpretations thereof by the Commission's staff, the Company and the Note Guarantors determine in good faith after consultation with counsel that they are not permitted to effect the Registered Exchange Offer (as defined herein), the Company and the Note Guarantors shall (i) use their reasonable best efforts to prepare and, not later than 90 75 days following the date of original issuance of the Securities (the “Issue Closing Date”), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities Consenting Notes (the “Registered Exchange Of- fer”"REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the SecuritiesConsenting Notes, a like aggregate principal amount of debt securities of the Company (the "EXCHANGE NOTES") that are identical in all material respects to the Consenting Notes, except for the transfer restrictions relating to the Consenting Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that the Exchange Securities will not contain terms with respect provisions relating to transfer restrictionsliquidated damages or additional interest, (ii) use their commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Closing Date and the Registered Exchange Offer to be consummated no later than 225 190 days after the Issue Closing Date and (iii) keep the Registered Exchange Offer Registration Statement effective open for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities Notes will be issued under the Amended and Restated Indenture or an indenture (the “Exchange Securities Indenture”"EXCHANGE NOTES INDENTURE") between among the Company, the Note Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial PurchasersSolicitation Agent, as trustee (the “Exchange Securities Trustee”"EXCHANGE NOTES TRUSTEE"), such indenture to be identical in all material respects to the Amended and Restated Indenture, except with respect to for the transfer restrictions relating to the Securities Consenting Notes and provisions relating to liquidated damages or additional interest (as described above). All references in this Agreement to "prospectus" shall, except where the context otherwise requires, include any prospectus (or amendment or supplement thereto) filed with the Commission pursuant to Section 6 of this Agreement. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Consenting Notes for Exchange Securities Notes (assuming that such Holder (a) is not an affiliate (as defined in within the meaning of Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities Notes in the ordinary course of such Holder’s 's business, and (dc) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesNotes and (d) if such Holder is not an Exchanging Dealer (as defined below), it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes) and to trade such Exchange Securities 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. Each IssuerThe Company, each Initial Purchaser the Note Guarantors, the Solicitation Agent and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Consenting Notes, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities Notes (an “Exchanging Dealer”) "EXCHANGING DEALER"), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section (if any) and in Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder shall notify the Company in writing that it holds any Securities Consenting Notes acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder notifies the Company in writing that it believes that it is not entitled to participate in the Registered Exchange Offer (other than because it has an understanding or arrangement with any person to participate in the distribution of the Exchange Notes) and such Holder has not received a written opinion from counsel to the Company, reasonably acceptable to such Holder to the effect that such Holder is legally permitted to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities Notes in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities Consenting Notes held by such Holder (the “Private Exchange”"PRIVATE EXCHANGE"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "PRIVATE EXCHANGE NOTES") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”)Notes, except with respect to for the transfer restrictions relating to such Private Exchange SecuritiesNotes and provisions relating to liquidated damages and additional interest. The Private Exchange Securities Notes will be issued under the same indenture as the Exchange SecuritiesNotes, and and, if permitted under the policies established at such time by the CUSIP Service Bureau of Standard & Poor's Corporation, the Company shall use its commercially reasonable best efforts to cause the Private Exchange Securities Notes to bear the same CUSIP number as the Exchange SecuritiesNotes. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Uniplast Industries Co
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that the Exchange liquidated damages provisions and the transfer restrictions relating to the Securities will not contain terms with respect to transfer restrictionsbe eliminated, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 210 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the liquidated damages provisions and the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of the Company (as defined in Rule 405 under within the meaning of the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges (as defined below) acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) and in the absence of an applicable exemption therefrom, each Holder (which may include the Initial Purchasers) that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) is required "), may be deemed to be an "underwriter" within the meaning of the Securities Act and must therefore, deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Jones Apparel Group Inc
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not ------------------------- later than 90 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 210 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “"Exchanging Dealer”") acknowledge that, ----------------- pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Exchanging Dealer is required to deliver a prospectus containing substantially the information set forth (i) in Annex A hereto on the cover of such prospectus, (ii) in Annex B hereto in the “"Exchange Offer Procedures” " and “the "Purpose of the Exchange Offer” " sections of such prospectus, prospectus and (iii) in Annex C hereto in the “"Plan of Distribution” " section of such prospectus 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Black & Decker Corp)
Registered Exchange Offer. The Issuers Company and the Guarantors shall (i) use their reasonable best efforts to prepare and, not later than 90 75 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined hereinbelow) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Guarantors, the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is such Initial Purchaser will be required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”)Act, as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Alec Holdings Inc
Registered Exchange Offer. The Issuers Company and the Subsidiary Guarantors shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “Issue Date”"ISSUE DATE"), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- fer”"REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "EXCHANGE SECURITIES") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange transfer restrictions relating to the Securities will not contain terms with respect and provisions relating to transfer restrictionsliquidated damages, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 210 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”"EXCHANGE SECURITIES INDENTURE") between among the Company, the Subsidiary Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”"EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities and provisions relating to liquidated damages (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Subsidiary Guarantors, the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “Exchanging Dealer”) "EXCHANGING DEALER"), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”"PRIVATE EXCHANGE"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "PRIVATE EXCHANGE SECURITIES") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Alliant Techsystems Inc
Registered Exchange Offer. The Issuers Company and BAC, severally but not jointly, shall (i) use their reasonable best efforts to prepare and, not later than 90 75 days following the date of original issuance of the Securities (the “Issue Date”"ISSUE DATE"), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- fer”"REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "EXCHANGE SECURITIES") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”"EXCHANGE SECURITIES INDENTURE") between among the Company, the Guarantors party thereto BAC and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”"EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and BAC shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company, BAC or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, BAC and each Initial Purchaser and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “Exchanging Dealer”) is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in the “Exchange Offer Procedures” and “Purpose of the Exchange Offer” sections of such prospectus, and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:exchange
Appears in 1 contract
Samples: Bell Atlantic Corp
Registered Exchange Offer. The Issuers Company and the Guarantors shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined hereinbelow) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Guarantors, the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is such Initial Purchaser will be required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”)Act, as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Acs Infosource Inc
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, -------------------------- not later than 90 60 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “---------- "Exchange Offer Registration Statement”") on an appropriate form under the -------------------------------------- Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in ------------------------- exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all ------------------- material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 120 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 150 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will ---------------------------------- be issued under the Indenture or an indenture (the “"Exchange Securities ------------------- Indenture”") between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust --------- company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all --------------------------- material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing ----------------- substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate ---------------- principal amount of debt securities of the Company and (the Guarantors "Private Exchange ---------------- Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange ---------- Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number number, and, if applicable, the same CINS number, as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: And Registration Rights Agreement (Texon International PLC)
Registered Exchange Offer. The Issuers Holdings shall (i) use their its reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company Holdings that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors Securities (the “"Exchange Securities”"), except that the Exchange Securities will not contain terms with respect to transfer restrictions, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Senior Discount Notes Indenture (the "Indenture") or an indenture (the “"Exchange Securities Indenture”") between the CompanyHoldings, the Guarantors party thereto and the Senior Discount Notes Trustee (the "Trustee") or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Holdings 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 Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Holdings or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business, and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each IssuerHoldings, each Initial Purchaser and each Exchanging Dealer acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in the “"Exchange Offer Procedures” " and “"Purpose of the Exchange Offer” " sections of such prospectus, and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“"Regulation S-K”"), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers Holdings shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Holdings shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and the Guarantors Holdings that are identical in all material respects to the Exchange Securities (the “"Private Exchange Securities”"), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company Holdings shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Holdings shall:
Appears in 1 contract
Samples: WTNH Broadcasting Inc
Registered Exchange Offer. The Issuers shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “Issue Date”), file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- fer”) to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that the Exchange Securities will not contain terms with respect to transfer restrictions, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). The Exchange Securities will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”) between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”), such indenture to be identical in all material respects to the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the 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 Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each Issuer, each Initial Purchaser and each Exchanging Dealer acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “Exchanging Dealer”) is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in the “Exchange Offer Procedures” and “Purpose of the Exchange Offer” sections of such prospectus, and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation occurrence of the Registered Exchange Offer in accordance with this Section 1the Registration Rights Agreement, the provisions Issuer or the Company, as applicable, will issue, under the Fourth Supplemental Indenture, and, upon receipt of this Agreement shall continue an authentication order in accordance with the Indenture, the Trustee will authenticate one or more Global Notes in an aggregate principal amount equal to applythe principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Registered Exchange Offer by Persons that certify in the applicable letter of transmittal that (A) they are not Broker-Dealers, mutatis mutandis, solely with respect to Transfer Restricted (B) they are not participating in a distribution of the Exchange Securities and (C) they are not affiliates (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (vdefined in Rule 144) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging DealersIssuer or the Company, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofapplicable. If, prior to Following the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in will be treated as the Registered same series as the original Notes. Concurrently with the issuance of such Exchange OfferSecurities, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (Trustee will cause the “Private Exchange”), a like aggregate principal amount of debt securities of the Company Restricted Global Notes to be reduced accordingly, and the Guarantors that are identical in all material respects Issuer or the Company, as applicable, will execute and the Trustee will authenticate and deliver to the Exchange Securities Persons designated by the Holders of Definitive Notes so accepted Definitive Notes in the appropriate principal amount. EXHIBIT A [FORM OF FACE OF NOTE] [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (the “Private Exchange SecuritiesDTC”), except with respect NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [Restricted Notes Legend] THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER STATE SECURITIES LAW. THIS SECURITY REPRESENTED BY THIS GLOBAL CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR (B) PURSUANT TO AN APPLICABLE EXEMPTION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, AND UNLESS IN ACCORDANCE WITH THE INDENTURE REFERRED TO HEREINAFTER, COPIES OF WHICH ARE AVAILABLE AT THE CORPORATE TRUST OFFICE OF THE TRUSTEE. EACH PURCHASER OF THE SECURITIES REPRESENTED HEREBY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER (TOGETHER WITH ANY SUCCESSOR PROVISION, AND AS SUCH RULE MAY HEREAFTER BE AMENDED FROM TIME TO TIME, “RULE 144A”). IN ADDITION, ANY SUCH TRANSFER OR OTHER DISPOSITION IS SUBJECT TO THE CONDITIONS CONTAINED IN THE PURCHASE AGREEMENT. A COPY OF SUCH CONDITIONS WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ALL OTHER APPLICABLE JURISDICTIONS, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. Prior to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under expiration of the same indenture as the Exchange Securities, and the Company Restricted Period each Regulation S Note shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securitiesfollowing additional legend: THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. In connection with the Registered Exchange OfferTERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. [FORM OF NOTE] No. $ MAPLE ESCROW SUBSIDIARY, the Issuers shall:INC.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Keurig Dr Pepper Inc.)
Registered Exchange Offer. The Issuers Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall (i) use their reasonable best efforts to prepare and, not later than 90 days following (such 90th day being a "FILING DEADLINE") after the date of original issuance of on which the Initial Purchaser purchases the Initial Securities pursuant to the Purchase Agreement (the “Issue Date”"CLOSING DATE"), file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"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 the 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 Of- fer”) Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company that are issued under the Indenture, identical in all material respects to the Notes Initial Securities and are unconditionally guaranteed by registered under the Guarantors Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"), except that the Exchange Securities will not contain terms with respect to transfer restrictions, (ii) . The Company shall use their its reasonable best efforts to (i) cause the such Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 within 210 days after the Issue Closing Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date (such 210th day being an "EFFECTIVENESS DEADLINE") and (iiiii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the 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 shall use its reasonable best efforts to consummate the Registered Exchange Offer no later than 30 business days after the date on which the Exchange Offer Registration Period”Statement is declared effective (such 30th business day being the "CONSUMMATION DEADLINE"). The Exchange Securities will be issued under Following the Indenture or an indenture (declaration by the “Exchange Securities Indenture”) between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”), such indenture to be identical in all material respects to the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above). Upon Commission of the effectiveness of the Exchange Offer Registration StatementStatement under the Securities Act, the Issuers Company shall as soon as practicable 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 the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under of the Company within the meaning of the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange SecuritiesSecurities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) and to trade such Exchange 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. Each Issuer, each Initial Purchaser and each Exchanging Dealer The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that is a broker-dealer electing to exchange Securities Initial Securities, acquired for its own account as a result of market-market making activities or other trading activities activities, for Exchange Securities (an “Exchanging Dealer”) "EXCHANGING DEALER"), is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover of such prospectuscover, in (b) Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus" section, and in (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 any the Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and or 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”)Act, as applicable, in connection with such sale. Upon consummation The Company shall use its reasonable 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 Registered Exchange Offer Securities Act for such period of time as such persons must comply with such requirements in accordance with this Section 1, order to resell the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities; provided, Exchange Securities as to however, that (i) in the case where such prospectus -------- ------- and any amendment or supplement thereto must be delivered by an Exchanging Dealer or the Initial Purchaser, such period shall be the lesser of 180 days and the date on which clause (v) of all Exchanging Dealers and the first paragraph of Section 2 is applicable and Initial Purchaser sold all Exchange Securities held by Exchanging Dealers, them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuers Company shall have no further obligations make such prospectus and any amendment or supplement thereto available to register Transfer Restricted Securities (other than Private Exchange Securities and other than any broker-dealer for use in respect connection with any resale of any Exchange Securities as to which clause (v) for a period of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to not less than 180 days after the consummation of the Registered Exchange Offer. If, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status upon consummation of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shallInitial Purchaser holds Initial Securities acquired by it as part of its initial distribution, upon the request of any such HolderCompany, simultaneously with the delivery of the Exchange Securities in pursuant to the Registered Exchange Offer, shall issue and deliver to any such Holderthe Initial Purchaser upon the written request of the Initial Purchaser, in exchange (the "PRIVATE EXCHANGE") for the Initial Securities held by such Holder (the “Private Exchange”)Initial Purchaser, a like aggregate principal amount of debt securities of the Company issued under the Indenture and the Guarantors that are identical in all material respects to the Exchange Initial Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Initial Securities, the Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear are herein collectively called the same CUSIP number as the Exchange Securities"SECURITIES". In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Registered Exchange Offer. The Issuers Issuer shall (i) use their reasonable best efforts to prepare and, not ------------------------- later than 90 120 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “---------- "Exchange Offer Registration Statement”") on an appropriate form under the ------------------------------------- Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in ------------------------- exchange for the Securities, a like aggregate principal amount of debt securities of the Company Issuer (the "Exchange Securities") that are identical in all ------------------- material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer -------------- Registration Period”"). The Exchange Securities will be issued under the ------------------- Indenture or an indenture (the “"Exchange Securities Indenture”") between among the Company----------------------------- Issuer, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange -------- Securities Trustee”"), such indenture to be identical in all material respects to ------------------ the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Issuer shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Issuer or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial a Purchaser holding Securities that have, or that are reasonably reasonable likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each The Issuer, each Initial Purchaser the Guarantors, the Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to ----------------- deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Issuer shall:
Appears in 1 contract
Samples: Registration Rights Agreement (Hanover Compressor Co /)
Registered Exchange Offer. The Issuers shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “"Exchange Securities”"), except that the Exchange Securities will not contain terms with respect to transfer restrictions, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Senior Subordinated Securities Indenture (the "Indenture") or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto and the Senior Subordinated Notes Trustee (the "Trustee") or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the 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 Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business, and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each Issuer, each Initial Purchaser and each Exchanging Dealer acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “"Exchanging Dealer”") is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in the “"Exchange Offer Procedures” " and “"Purpose of the Exchange Offer” " sections of such prospectus, and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“"Regulation S-K”"), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “"Private Exchange Securities”"), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:
Appears in 1 contract
Samples: WTNH Broadcasting Inc
Registered Exchange Offer. The Issuers shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “Issue Date”), file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- fer”) to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that the Exchange Securities will not contain terms with respect to transfer restrictions, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). The Exchange Securities will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”) between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”), such indenture to be identical in all material respects to the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the 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 Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each Issuer, each Initial Purchaser and each Exchanging Dealer acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “Exchanging Dealer”) is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in the “Exchange Offer Procedures” and “Purpose of the Exchange Offer” sections of such prospectus, and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation occurrence of the Registered Exchange Offer in accordance with this Section 1the Registration Rights Agreement, the provisions Issuer or the Company, as applicable, will issue, under the First Supplemental Indenture, and, upon receipt of this Agreement shall continue an authentication order in accordance with the Indenture, the Trustee will authenticate one or more Global Notes in an aggregate principal amount equal to applythe principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Registered Exchange Offer by Persons that certify in the applicable letter of transmittal that (A) they are not Broker-Dealers, mutatis mutandis, solely with respect to Transfer Restricted (B) they are not participating in a distribution of the Exchange Securities and (C) they are not affiliates (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (vdefined in Rule 144) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging DealersIssuer or the Company, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofapplicable. If, prior to Following the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in will be treated as the Registered same series as the original Notes. Concurrently with the issuance of such Exchange OfferSecurities, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (Trustee will cause the “Private Exchange”), a like aggregate principal amount of debt securities of the Company Restricted Global Notes to be reduced accordingly, and the Guarantors that are identical in all material respects Issuer or the Company, as applicable, will execute and the Trustee will authenticate and deliver to the Exchange Securities Persons designated by the Holders of Definitive Notes so accepted Definitive Notes in the appropriate principal amount. EXHIBIT A [FORM OF FACE OF NOTE] [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (the “Private Exchange SecuritiesDTC”), except with respect NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [Restricted Notes Legend] THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER STATE SECURITIES LAW. THIS SECURITY REPRESENTED BY THIS GLOBAL CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR (B) PURSUANT TO AN APPLICABLE EXEMPTION UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, AND UNLESS IN ACCORDANCE WITH THE INDENTURE REFERRED TO HEREINAFTER, COPIES OF WHICH ARE AVAILABLE AT THE CORPORATE TRUST OFFICE OF THE TRUSTEE. EACH PURCHASER OF THE SECURITIES REPRESENTED HEREBY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER (TOGETHER WITH ANY SUCCESSOR PROVISION, AND AS SUCH RULE MAY HEREAFTER BE AMENDED FROM TIME TO TIME, “RULE 144A”). IN ADDITION, ANY SUCH TRANSFER OR OTHER DISPOSITION IS SUBJECT TO THE CONDITIONS CONTAINED IN THE PURCHASE AGREEMENT. A COPY OF SUCH CONDITIONS WILL BE PROVIDED TO THE HOLDER HEREOF UPON REQUEST. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ALL OTHER APPLICABLE JURISDICTIONS, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. Prior to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under expiration of the same indenture as the Exchange Securities, and the Company Restricted Period each Regulation S Note shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same following additional legend: THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. [FORM OF NOTE] No. $ MAPLE ESCROW SUBSIDIARY, INC. 3.551% SENIOR NOTE DUE 2021 [Regulation S]/[Rule 144A] CUSIP number as No. ISIN No. MAPLE ESCROW SUBSIDIARY, INC., a Delaware corporation (herein called the Exchange Securities. In connection with the Registered Exchange Offer“Issuer”), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the Issuers shall:principal sum of DOLLARS or such other Principal Amount as shall be set forth on Schedule I hereto on May 25, 2021. Interest Payment Dates: May 25 and November 25, commencing November 25, 2018 Record Dates: May 10 and November 10 Additional provisions of this Note are set forth on the other side of this Note.
Appears in 1 contract
Samples: First Supplemental Indenture (Keurig Dr Pepper Inc.)
Registered Exchange Offer. The Issuers Company and the Subsidiary Guarantors shall (i) use their reasonable best efforts to prepare and, not later than 90 60 days following the date of original issuance of the Securities (the “Issue Date”"ISSUE DATE"), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- fer”"REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company that are (the "EXCHANGE SECURITIES") identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 135 days after the Issue Date and the Registered Exchange Offer to be consummated in respect of all Securities tendered no later than 225 165 days after the Issue Date Date, and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”"EXCHANGE SECURITIES INDENTURE") between among the Company, the Subsidiary Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasersyou, as trustee (the “Exchange Securities Trustee”"EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all material respects to the Indenture, Indenture except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and each of the Subsidiary Guarantors shall as soon as practicable commence the Registered Exchange OfferOffer as promptly as practicable, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or a Subsidiary Guarantor or an Exchanging Dealer (as defined hereinbelow) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, 's business and (dc) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each of the Subsidiary Guarantors and the Initial Purchaser and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that which is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-market making activities or other trading activities activities, for Exchange Securities (an “Exchanging Dealer”) "EXCHANGING DEALER"), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any the Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and or 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation "REGULATION S-K”"), as applicable, in connection with such a sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Ta Operating Corp
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 45 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 135 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 165 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, 's business and (dc) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Aurora Foods Inc /De/
Registered Exchange Offer. The Issuers shall (i) use their reasonable best efforts to prepare and, not later than 90 on ------------------------- or prior to 60 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “---------- "Exchange Offer Registration Statement”") on an appropriate form under the ------------------------------------- Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in ------------------------- exchange for the Securities, a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Notes Securities, and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”)Guarantor, except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 within 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 within 185 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer -------------- Registration Period”"). The Exchange Securities will be issued under the ------------------- Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto ----------------------------- Issuers and the Trustee trustee under the Indenture (the "Trustee") or such other bank ------- or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in --------------------------- all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities to do so (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) any of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Issuers, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges (as hereinafter defined) acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), ----------------- is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled pursuant to current interpretations by the Commission's Staff to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities ---------------- of the Company and (the Guarantors "Private Exchange Securities") that are identical in all --------------------------- material respects to the Exchange Securities (Securities, and are unconditionally guaranteed by the “Private Exchange Securities”)Guarantor , except with respect to for the placement of a legend setting forth transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its commercially reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:
Appears in 1 contract
Registered Exchange Offer. The Each of the Issuers shall (i) use their reasonable best efforts to prepare and, not later than 90 60 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 120 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 150 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Issuers and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall as soon as practicable commence the Registered Exchange OfferOffer as promptly as practicable, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each Issuer, each Initial Purchaser and each Exchanging Dealer acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “Exchanging Dealer”) is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in the “Exchange Offer Procedures” and “Purpose of the Exchange Offer” sections of such prospectus, and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:
Appears in 1 contract
Samples: Lamar Advertising Co
Registered Exchange Offer. The Issuers Company and the Support Provider shall (i) use their reasonable best efforts to prepare and, not later than 90 210 days following the date of original issuance of the Securities December 12, 2000 (the “"Issue Date”"), file with the Securities and Exchange Commission (the "Commission") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such HoldersHolders of the Securities, in exchange for the their Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes Securities and are unconditionally guaranteed by similarly entitled to the Guarantors (benefits of the “Exchange Securities”)Support Agreement, except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 285 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 315 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Support Provider and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee Trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Support Provider shall as soon as practicable 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 Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Support Provider, the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for the applicable Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”)Holder, a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (and similarly entitled to the “Private Exchange Securities”)benefits of the Support Agreement, except with respect to for the transfer restrictions relating to such Private Exchange SecuritiesSecurities (the "Private Exchange"). The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the applicable Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company and the Support Provider shall:
Appears in 1 contract
Samples: Verizon Communications Inc
Registered Exchange Offer. The Issuers Company and the Subsidiary Guarantors shall (i) use their reasonable best efforts to prepare and, not later than 90 60 days following the date of original issuance of the Securities (the “Issue Date”"ISSUE DATE"), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- fer”"REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "EXCHANGE NOTES") unconditionally guaranteed on a senior subordinated basis by the Subsidiary Guarantors (the "Exchange Guarantee" and, together with the Exchange Notes, the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 135 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 165 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”"EXCHANGE SECURITIES INDENTURE") between the Company, the Subsidiary Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”"EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Subsidiary Guarantors shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities to do so (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company, the Subsidiary Guarantors, or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding with Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Subsidiary Guarantors, the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges (as defined herein) acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “Exchanging Dealer”) "EXCHANGING DEALER"), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company and the Subsidiary Guarantors shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”"PRIVATE EXCHANGE"), a like aggregate principal amount of debt securities of the Company and (the "PRIVATE EXCHANGE NOTES") unconditionally guaranteed on a senior subordinated basis by the Subsidiary Guarantors (the "Private Exchange Guarantees" and, together with the Private Exchange Notes, the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company and the Subsidiary Guarantors shall:
Appears in 1 contract
Samples: Registration Rights Agreement (Canton Oil & Gas Co)
Registered Exchange Offer. The Issuers Company and the Guarantors shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 210 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between among the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, Xxxxxx's business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Guarantors, the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Volume Services (Volume Services America Holdings Inc)
Registered Exchange Offer. The Issuers Holdings shall (i) use their reasonable best efforts to prepare and, not later than 90 75 days following the date of original issuance of the Securities Debentures (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities Debentures (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the SecuritiesDebentures, a like aggregate principal amount of debt securities deben- tures of Holdings (the Company "Exchange Debentures") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”)Debentures, except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Debentures, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities Debentures will be issued under the Indenture or an indenture (the “"Exchange Securities Debentures Indenture”") between the Company, the Guarantors party thereto Holdings and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Debentures Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities Debentures (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Holdings shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Debentures for Exchange Securities Debentures (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Holdings or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Debentures that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities Debentures in the ordinary course of such Holder’s business, Xxxxxx's business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesDebentures) and to trade such Exchange Securities Debentures 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. Each IssuerHoldings, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Debentures acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities Debentures (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities Debentures received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if any the Initial Purchaser elects Purchasers elect to sell Private Exchange Securities (as defined below) Debentures acquired in exchange for Securities Debentures constituting any portion of an unsold allotment, it is the Initial Purchasers will be required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”)Act, as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities Debentures acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Holdings shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities Debentures in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities Debentures held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities debentures of Holdings (the Company and the Guarantors "Private Exchange Debentures") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”)Debentures, except with respect to for the transfer restrictions relating to such Private Exchange SecuritiesDebentures. The Private Exchange Securities Debentures will be issued under the same indenture as the Exchange SecuritiesDebentures, and the Company Holdings shall use its reasonable best efforts to cause the Private Exchange Securities Debentures to bear the same CUSIP number as the Exchange SecuritiesDebentures. In connection with the Registered Exchange Offer, the Issuers Holdings shall:
Appears in 1 contract
Samples: Peninsula Cellular Services Inc
Registered Exchange Offer. The Issuers Company and the Guarantors shall ------------------------- (i) use their reasonable best efforts to prepare and, not later than 90 60 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration ---------- statement (the “"Exchange Offer Registration Statement”") on an appropriate form ------------------------------------- under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such ------------------------- Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company unconditionally guaranteed, on a senior subordinated basis, by the Guarantors (the "Exchange Securities") that are identical in all material ------------------- respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 185 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued ---------------------------------- under the Indenture or an indenture (the “"Exchange Securities Indenture”") between among ----------------------------- the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material --------------------------- respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, Xxxxxx's business and (dc) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Guarantors, the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is ----------------- required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate ---------------- principal amount of debt securities of the Company and guaranteed by the Guarantors (the "Private Exchange Securities") that are identical in all material respects --------------------------- to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
Appears in 1 contract
Samples: Registration Rights Agreement (Applied Business Telecommunications)
Registered Exchange Offer. The Issuers shall (i) use their reasonable best efforts to prepare and, not later than 90 60 days following the date of original issuance of the Securities Issue Date (the “Issue Date”as hereinafter defined), the Issuers shall file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer (the "Exchange Offer") to the Holders of the Securities (the “Registered Exchange Of- fer”) to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company that are Issuers (the "Exchange Securities") identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 165 days after the Issue Date Date, and (iii) shall keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the CompanyIssuers, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasersyou, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, Indenture except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to 2 enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers within the meaning of the Securities Act or (ii) an Exchanging Dealer (as defined hereinbelow) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, 's business and (dc) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Issuers, each the Initial Purchaser and each Exchanging Dealer acknowledges (as defined below) acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that which is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-market making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus" section, and in 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 any the Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, allotment it is required to deliver a prospectus containing the information required by Items Item 507 and or 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”)Act, as applicable, in connection with such a sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Key Components Finance Corp)
Registered Exchange Offer. The Issuers Unless not permitted by applicable law (after the Company has complied with the ultimate paragraph of this Section 1), the Company shall (i) use their reasonable best efforts to prepare and, not later than 90 days following (such 90th day being an "EXCHANGE OFFER FILING DEADLINE") after the date of original issuance of on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the “Issue Date”"CLOSING DATe"), file with the Securities and Exchange Commission (the "COMMISSION") a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act of 1933 (the "SECURITIES ACT"), with respect to a proposed offer (the "REGISTERED EXCHANGE OFFER") to the Holders of the Transfer Restricted Securities (as defined in Section 7 hereof), who are not prohibited by any law or policy of the “Commission from participating in the Registered Exchange Of- fer”) Offer, to issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate principal amount of debt securities of the Company that are issued under the Indenture, identical in all material respects to the Notes Initial Securities and are unconditionally guaranteed by registered under the Guarantors Securities Act (the “Exchange Securities”"EXCHANGE SECURITIES"), except that the Exchange Securities will not contain terms with respect to transfer restrictions, (ii) . The Company shall use their its commercially reasonable best efforts to (i) cause the such Exchange Offer Registration Statement to become effective under the Securities Act no later than within 180 days after the Issue Closing Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date (such 180th day being an "EXCHANGE OFFER EFFECTIVENESS DEADLINE") and (iiiii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the 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 consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company has accepted all the Initial Securities theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will use commercially reasonable efforts to consummate the Registered Exchange Offer no later than 40 days after the date on which the Exchange Offer Registration Period”Statement is declared effective (such 40th day being the "CONSUMMATION DEADLINE"). The Exchange Securities will be issued under Following the Indenture or an indenture (the “Exchange Securities Indenture”) between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”), such indenture to be identical in all material respects to the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above). Upon declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable 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 the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under of the Company within the meaning of the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange SecuritiesSecurities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) and to trade such Exchange 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. Each Issuer, each Initial Purchaser and each Exchanging Dealer The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that which is a broker-dealer electing to exchange Securities Initial Securities, acquired for its own account as a result of market-market making activities or other trading activities activities, for Exchange Securities (an “Exchanging Dealer”) "EXCHANGING DEALER"), is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover of such prospectuscover, in (b) Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus" section, and in (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 any an Initial Purchaser that elects to sell Private Exchange Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and or 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”)Act, as applicable, in connection with such sale. Upon All references in this Agreement to "prospectus" shall, except when the context otherwise requires, include any prospectus (or amendment or supplement thereto) filed with the Commission pursuant to Section 4 of this Agreement. 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 an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial 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 180-days after the consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the upon consummation of the Registered Exchange Offer, any Holder Initial Purchaser holds any Initial Securities acquired by it that have, or that are reasonably likely to be determined to have, the status as part of an unsold allotment in an its initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such HolderCompany, simultaneously with the delivery of the Exchange Securities in pursuant to the Registered Exchange Offer, shall issue and deliver to any such HolderInitial Purchaser upon the written request of such Initial Purchaser, in exchange (the "PRIVATE EXCHANGE") for the Initial Securities held by such Holder (the “Private Exchange”)Initial Purchaser, a like aggregate principal amount of debt securities of the Company issued under the Indenture and the Guarantors that are 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 of America) to the Initial Securities (the "PRIVATE EXCHANGE SECURITIES"). The Initial Securities, the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear are herein collectively called the same CUSIP number as the Exchange Securities"SECURITIES". In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Registration Rights Agreement (Wilmar Holdings Inc)
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “Issue Date”"ISSUE DATE"), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- fer”"EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "EXCHANGE SECURITIES") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that the transfer restrictions relating to U.S. securities laws shall be eliminated and the Exchange Securities will not contain terms with respect provisions regarding the payment of additional interest or be subject to transfer restrictionsfurther registration rights, (ii) use their its commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”"EXCHANGE SECURITIES INDENTURE") between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”"EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all material respects to the Indenture, except with respect to that the transfer restrictions relating to U.S. securities laws shall be eliminated and the Exchange Securities (as described above)will not contain provisions regarding the payment of additional interest or be subject to further registration rights. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “Exchanging Dealer”) "EXCHANGING DEALER"), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”"PRIVATE EXCHANGE"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "PRIVATE EXCHANGE SECURITIES") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to U.S. securities laws shall be eliminated and such Private Exchange SecuritiesSecurities will not contain provisions regarding the payment of additional interest or be subject to further registration rights. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Forest Oil Corp
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 60 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities and the Guarantees (the “Registered "Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the SecuritiesSecurities and the Guarantees, a like aggregate principal amount of debt securities of the Company and guarantees thereof by the Guarantors (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 220 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). An Exchange Offer Registration Statement pursuant to this Section 1 or a Shelf Registration Statement pursuant to Section 2 hereof will not be deemed to have become effective unless it has been declared effective by the Commission; provided, however, that if, after it has been declared effective, the offering of Exchange Securities pursuant to an Exchange Offer Registration Statement or a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the Commission or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference, until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Guarantors, the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and guarantees thereof by the Guarantors (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Mission Resources Corp
Registered Exchange Offer. The Issuers Company shall (ii)(A) use their reasonable best efforts to prepare and, and (B) not later than 90 60 days (or, if the Issue Date (as defined herein) shall fall in January 2002, such number of days, not less than 60, as shall equal the number of days between the Issue Date and the third business day following the day on which the Company files with the Commission its Annual Report on Form 10-K with respect to its preceding fiscal year) following the date of original issuance of on which the Purchaser gives written notice to the Company to commence a registration pursuant to the Securities Act as contemplated by this Agreement (the “date on which such notice is given, the "Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") who are not prohibited by applicable law or interpretations thereof by the Commission's staff from participating in the Registered Exchange Offer to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions and registration rights relating to transfer restrictionsthe Securities, (ii) use their its commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 210 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"); provided that the Company may elect to close the Registered Exchange Offer 30 days after the commencement thereof (unless otherwise required by applicable law), so long as the Company has accepted all Securities validly tendered in accordance with the terms of the Registered Exchange Offer. Notwithstanding the preceding sentence, the Issue Date must occur on or prior to October 9, 2002 , the 180th day preceding the second anniversary of the date on which the Securities were originally issued. The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions and registration rights relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the 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 Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each Issuer, each Initial Purchaser and each Exchanging Dealer acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “Exchanging Dealer”) is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in the “Exchange Offer Procedures” and “Purpose of the Exchange Offer” sections of such prospectus, and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:."
Appears in 1 contract
Samples: Telecorp PCS Inc /Va/
Registered Exchange Offer. The Issuers Issuer shall (i) use their reasonable best efforts to prepare -------------------------- and, not later than 90 120 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement ---------- (the “"Exchange Offer Registration Statement”") on an appropriate form under the ------------------------------------- Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in ------------------------- exchange for the Securities, a like aggregate principal amount of debt securities of the Company Issuer (the "Exchange Securities") that are identical in all ------------------- material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The ---------------------------------- Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between among the CompanyIssuer, the Guarantors party thereto and the ----------------------------- Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture --------------------------- to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Issuer shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Issuer or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial a Purchaser holding Securities that have, or that are reasonably reasonable likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each The Issuer, each Initial Purchaser the Guarantors, the Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to ----------------- deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Issuer shall:
Appears in 1 contract
Samples: Registration Rights Agreement (Hanover Compressor Co /)
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not ------------------------- later than 90 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the SecuritiesSecurities of each series, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”)Securities of such series, except that for the Exchange transfer restrictions relating to the Securities will not contain terms with respect to transfer restrictionsof such series, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 210 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an same indenture (the “Exchange Securities "Indenture”") between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities "Trustee”"), such indenture to be identical in all material respects to as the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above)Securities. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities of the same series (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, 's business and (d) has no arrangements or understandings with any person to participate participate, and is not participating, in the distribution of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-market- making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Rite Aid Corp)
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of each series of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the SecuritiesSecurities of such series, a like aggregate principal amount of debt securities of such series of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange such Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions or the payment of additional interest relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture Indenture, including the Supplemental Indenture, or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, including the Supplemental Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities of a series for Exchange Securities of such series (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities of a series acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities of such series in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities of such series held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”)of such series, except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities of such series will be issued under the same indenture as the Exchange SecuritiesSecurities of such series, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Baker Hughes Inc
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 60 days following the date of original issuance of the Securities Senior Notes (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under Form S-1 or Form S-4, if the Securities Act use of such forms is then available, with respect to a proposed offer to the Holders of the Securities Senior Notes (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the SecuritiesSenior Notes, a like aggregate principal amount of debt securities of the Company (the "Senior Exchange Notes") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”)Senior Notes, except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Xxxxxx Xxxxx, (iixx) use their xxx its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Senior Exchange Securities Notes will be issued under the Senior Notes Indenture or an indenture (the “"Senior Exchange Securities Notes Indenture”") between the Company, the Guarantors party thereto Company and the Senior Notes Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Senior Exchange Securities Notes Trustee”"), such indenture to be identical in all material respects to the Senior Notes Indenture, except with respect to for the transfer restrictions relating to the Securities Senior Notes (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Senior Notes for Senior Exchange Securities Notes (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Senior Notes that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Senior Exchange Securities 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 of the Senior Exchange SecuritiesNotes) and to trade such Senior Exchange Securities 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. Each IssuerThe Company, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Senior Notes, acquired for its own account as a result of market-making activities or other trading activities activities, for Senior Exchange Securities Notes (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " and “the "Purpose of the Exchange Offer” " sections of such prospectus, prospectus and in Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Senior Exchange Securities Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such saleOffer. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Senior Exchange Securities Notes in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities Senior Notes held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Senior Exchange Notes") that are identical in all material respects to the Senior Exchange Securities (the “Private Exchange Securities”)Notes, except with respect to for the transfer restrictions relating to such Private Senior Exchange SecuritiesNotes. The Private Senior Exchange Securities Notes will be issued under the same indenture as the Senior Exchange SecuritiesNotes, and the Company shall use its reasonable best efforts to cause the Private Senior Exchange Securities Notes to bear the same CUSIP number as the Senior Exchange SecuritiesNotes. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Trans Resources Inc
Registered Exchange Offer. The Issuers shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Notes Securities and are unconditionally guaranteed by the Guarantors with terms identical in all material respects with the Guaranties (the “"Exchange Securities”"), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their reasonable reason- 3 -3- able best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 270 days after the Issue Date Is sue Xxxe and the Registered Exchange Offer to be consummated no later than 225 300 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Issuers and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange Securities from and after their receipt without with out any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. Each IssuerThe Issuers, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofEx change Offer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities and are guaranteed by the Guarantors with terms identical in all material respects to the Guaranties (the “"Private Exchange Securities”"), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture inden- 4 -4- ture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:
Appears in 1 contract
Samples: Sovereign Specialty Chemicals Inc
Registered Exchange Offer. The Issuers shall (i) use their reasonable best efforts to Company shall, at its cost, prepare and, not later than 90 45 days following after (or if the 45th day is not a business day, the first business day thereafter) the date of original issuance issue of the Securities Exchangeable Preferred Stock (the “"Issue Date”"), file with the Securities and Exchange Commission (the "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 the Securities (Initial Securities, who are not prohibited by any law or policy of the “Commission from participating in the Registered Exchange Of- fer”) Offer, to issue and deliver to such Holders, in exchange for their respective shares of Exchangeable Preferred Stock or Exchange Debentures (as defined), as the case may be (the "Initial Securities"), a like aggregate liquidation preference of Exchangeable Preferred Stock or a like aggregate principal amount of debt securities Exchange Debentures, as the case may be, of the Company that are (collectively, the "Exchange Securities") identical in all material respects to the Notes and are unconditionally guaranteed by Initial Securities (except for the Guarantors (transfer restrictions relating to the “Exchangeable Preferred Stock or Exchange Securities”), except Debentures) that would be registered under the Exchange Securities will not contain terms with respect to transfer restrictions, (ii) Act. The Company shall use their reasonable its best efforts to cause the such Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 within 120 days (or if the 120th day is not a business day, the first business day thereafter) after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date and (iii) shall keep the such Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The If the Company effects the Registered Exchange Securities Offer, the Company will be issued under entitled to close such Registered Exchange Offer 30 days after the Indenture or an indenture (commencement thereof provided that the “Exchange Securities Indenture”) between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to Company has accepted all the Initial Purchasers, as trustee (Securities theretofore validly tendered in accordance with the “terms of the Registered Exchange Securities Trustee”), such indenture to be identical in all material respects to Offer. Following the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above). Upon declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of the Initial Securities electing to exchange such Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under of the Company within the meaning of the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange SecuritiesSecurities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) and to trade such Exchange 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. Each Issuer, each Initial Purchaser and each Exchanging Dealer The Company acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each Holder that which is a broker-dealer electing to exchange Securities Initial Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus" section, and in 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 any an Initial Purchaser that elects to sell Private Exchange Securities (as defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, it allotment is required to deliver a prospectus containing the information required by Items 507 and or 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”)Act, as applicable, in connection with such sale. Upon consummation 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 Registered Exchange Offer Securities Act for such period of time as such persons must comply with such requirements in accordance with this Section 1, order to resell the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities; provided, Exchange Securities as to however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on which clause (v) of all Exchanging Dealers and the first paragraph of Section 2 is applicable and Initial Purchasers have sold all Exchange Securities held by Exchanging Dealersthem (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, and the Issuers shall have no further obligations available to register Transfer Restricted Securities (other than Private Exchange Securities and other than any broker-dealer for use in respect connection with any resale of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to for a period not less than 90 days after the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:.
Appears in 1 contract
Samples: Ixc Communications Inc
Registered Exchange Offer. The Issuers Company and the Subsidiary Guarantors shall (i) use their reasonable best efforts to prepare and, not later than 90 60 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company guaranteed, jointly and severally, by the Subsidiary Guarantors (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between among the Company, the Subsidiary Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Subsidiary Guarantors shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, 's business and (dc) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Subsidiary Guarantors, the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company guaranteed, jointly and severally, by the Subsidiary Guarantors (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company and the Subsidiary Guarantors shall:
Appears in 1 contract
Samples: Registration Rights Agreement (River Road Realty Corp)
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 100 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 200 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 230 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above)Securities. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in Annex C hereto in the “"Plan of Distribution” " section of such prospectus (or any comparable section thereof) in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Corning Consumer Products Co
Registered Exchange Offer. The Issuers Unless the Registered Exchange Offer (as defined herein) shall not be permitted by applicable law or applicable interpretation of the staff of the Securities and Exchange Commission (the “SEC” or “Commission”), the Company shall (i) use their reasonable best efforts to prepare and, not later than 90 150 days following the date of the original issuance of the Securities (the date of such filing being referred to herein as the “Issue Filing Date”), file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- ferOffer”) to issue and deliver to such Holders, in exchange for the Securities, Securities a like aggregate principal amount of debt securities of the Company (the “Exchange Securities”) that are substantially identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 210 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Filing Date and (iii) keep as soon as practicable after the effectiveness of the Exchange Offer Registration Statement effective for not less than 30 days (or longerStatement, if required by applicable law) after the date on which notice of initiate the Registered Exchange Offer is mailed to as set forth in the Holders (such period being called the “Exchange Offer Registration Period”)following paragraph. The Exchange Securities will be issued under the Indenture or an same indenture as the Securities (the “Exchange Securities Indenture”) to be dated as of August 16, 2010, between the Company, the Subsidiary Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”), with such indenture modifications as may be appropriate to be identical in all material respects to account for the Indenture, except with respect to registration of the transfer restrictions relating to Exchange Securities under the Securities (as described above)Act. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company 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 Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distributionthe Initial Placement, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, business and (d) has no arrangements or understandings with any person to participate participate, and is not participating, in the distribution of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each Initial Purchaser the Holders and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, (i) each Holder that is a brokerBroker-dealer Dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “Exchanging Dealer”) ), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectusrequired, in Annex B hereto in the “Exchange Offer Procedures” and “Purpose of the Exchange Offer” sections of such prospectus, and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotmentOffer, it is required to deliver a prospectus containing substantially the information required by Items 507 and 508 set forth (i) in Annex A hereto on the cover of Regulation S-K under such prospectus, (ii) in Annex B hereto in the Securities Act “Exchange Offer Procedures” section and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery Purpose of the Exchange Securities Offer” section of such prospectus and (iii) in Annex C hereto in the Registered Exchange Offer“Plan of Distribution” section of such prospectus, issue and deliver in each case subject to any changes, additions, deletions or moving of such Holder, in exchange for disclosure required by the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange SecuritiesSEC. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Rite Aid Corp)
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 45 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 105 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 135 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between among the Company, the Guarantors party thereto RIC Holding and Holding and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) to do so, and to trade such Exchange 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. Each IssuerThe Company, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Ric Holding Inc
Registered Exchange Offer. The Issuers shall (i) use their reasonable best efforts to prepare and, not later than 90 60 days following the date of original issuance of the Securities (the “Issue Date”"ISSUE DATE"), file with the Commission a registration statement on Form S-1 or Form S-4, if the use of such forms is then available (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act "EXCHANGE OFFER REGISTRATION STATEMENT"), with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- fer”"REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "EXCHANGE NOTES") and like guarantees of the Guarantors on such Exchange Notes (such guarantees, together with the Exchange Notes, the "EXCHANGE SECURITIES") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 as promptly as practicable after the filing thereof and within 150 days after the Issue Date Date, and the Registered Exchange Offer to be consummated no later than 225 as promptly as practicable, but in any event on or prior to 200 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”"EXCHANGE SECURITIES INDENTURE") between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”"EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company, the Guarantors or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Issuers, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, (i) pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “Exchanging Dealer”"EXCHANGING DEALER") is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such a sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandisMUTATIS MUTANDIS, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause clauses (i) through (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:of
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (United Stationers Supply Co)
Registered Exchange Offer. The Issuers Company and the Subsidiary Guarantors shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date that is one year after the Expiration Date (the date of original issuance of such filing being referred to herein as the Securities (the “Issue "Filing Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the SecuritiesSecurities (including, for the avoidance of doubt, the Securities issued in accordance with the Forward Commitment Agreement), a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and Filing Date, (iii) as soon as practicable after the effectiveness of the Exchange Offer Registration Statement, initiate the Registered Exchange Offer to be consummated no later than 225 days after as set forth in the Issue Date following paragraph and (iiiiv) keep the Registered Exchange Offer Registration Statement effective open for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders in accordance with the following paragraph (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an same indenture as the Securities (the “Exchange Securities "Indenture”") between among the Company, the Subsidiary Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial PurchasersDealer Managers, as trustee (the “"Trustee"), as the Securities, with such modifications as may be appropriate to account for the registration of the Exchange Securities Trustee”), such indenture to be identical in all material respects to the Indenture, except with respect to the transfer restrictions relating to under the Securities (Act. As soon as described above). Upon practicable after the effectiveness of the Exchange Offer Registration Statement, the Issuers Company 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 (including, for the avoidance of doubt, the Securities issued in accordance with the Forward Commitment Agreement) for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, 's business and (d) has no arrangements or understandings with any person to participate participate, and is not participating, in the distribution of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each Initial Purchaser the Holders and each Exchanging Dealer acknowledges (as defined below) acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectusrequired, in Annex B hereto in the “Exchange Offer Procedures” and “Purpose of the Exchange Offer” sections of such prospectus, and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotmentOffer, it is required to deliver a prospectus containing substantially the information required by Items 507 and 508 set forth (i) in Annex A hereto on the cover of Regulation S-K under such prospectus, (ii) in Annex B hereto in the Securities Act "Exchange Offer Procedures" section and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery "Purpose of the Exchange Securities Offer" section of such prospectus and (iii) in Annex C hereto in the Registered Exchange Offer, issue and deliver to any "Plan of Distribution" section of such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securitiesprospectus. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Rite Aid Corp
Registered Exchange Offer. The Issuers Company and the Trust shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “Issue Date”), file with the Commission within 90 calendar days after the Closing Date a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of the Securities (the “Registered Exchange Of- fer”) to issue and deliver to such Holders, in exchange for (a) the Capital Securities, a like aggregate principal amount of debt a new series of capital securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors Trust (the “"Exchange Capital Securities”), ") with terms substantially identical to those of the Capital Securities (except that the Exchange Capital Securities will not contain terms with respect to transfer restrictionsrestrictions under the Securities Act, and will be entitled, to the extent applicable, to the benefits of trust indentures which have been qualified under the Trust Indenture Act), (iib) the Guarantee, the Company's guarantee in respect of the Exchange Capital Securities (the "Exchange Guarantee") with terms substantially identical to those of the Guarantee (except that the Exchange Guarantee will not contain terms with respect to transfer restrictions under the Securities Act) and (c) the Junior Subordinated Debentures, a like amount of a new series of junior subordinated debentures (the "Exchange Junior Subordinated Debentures" and, together with the Exchange Capital Securities and the Exchange Guarantee, the "Exchange Securities") with terms substantially identical to those of the Junior Subordinated Debentures (except that the Exchange Junior Subordinated Debentures will not contain terms with respect to transfer restrictions under the Securities Act, and will be entitled, to the extent applicable, to the benefits of trust indentures which have been qualified under the Trust Indenture Act), shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 within 150 calendar days after of the Issue Closing Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date and (iii) shall keep the Exchange Offer Registration Statement effective for not less than 30 calendar days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Company and the Debenture Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasersyou, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, Indenture except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Trust shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective . An exchange for purposes of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities clauses (assuming that such Holder i) and (a) is not an affiliate (as defined in Rule 405 under the Securities Actii) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely sentence will be deemed to have, the status of an unsold allotment in an initial distribution, (c) acquires have been completed only if the Exchange Securities received by holders, other than holders that are unable to make the representations set forth in the ordinary course penultimate paragraph of Section 1 or are referred to in clause (iv) of Section 2 hereof, are, upon receipt, transferable by each such Holder’s business, and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange Securities from and after their receipt holder without any limitations or restrictions restriction under the Securities Act and without material restrictions under the blue sky or securities laws of a substantial majority of the several states States of the United StatesStates of America. Each IssuerThe Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company and the Trust having exchanged the Exchange Securities for all outstanding Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, each Initial Purchaser pursuant to the Exchange Offer, Exchange Securities for all Securities that have been properly tendered and each Exchanging Dealer acknowledges not withdrawn before the expiration of the Exchange Offer Registration Period. The Company and the Trust acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-market making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus" section, and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, allotment it is required to deliver a prospectus prospectus, containing the information required by Items 507 and and/or 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”)Act, as applicable, in connection with such a sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company and the Trust shall:
Appears in 1 contract
Samples: HSB Group Inc
Registered Exchange Offer. The Issuers Registrants shall (i) use their reasonable best efforts to (i) prepare and, not later than 90 days following the date of original issuance of the Securities (the “Issue Date”), and file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities Bonds (the “"Registered Exchange Of- fer”Offer") to issue 2 and deliver to such Holders, in exchange for the SecuritiesBonds, a like aggregate principal amount of debt securities of the Company Issuer guaranteed by the Subsidiary Guarantor (the "Exchange Bonds") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”)Bonds, except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Bonds and the rights relating to this Agreement, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 270 days after following the date of original issuance of the Bonds (the "Issue Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date Date") and (iii) unless the Exchange Offer would not be permitted by applicable law, or the applicable interpretations of the Commission's staff, keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities Bonds will be issued under the Indenture or an indenture (the “"Exchange Securities Bonds Indenture”") between the Company, the Guarantors party thereto Registrants and the Bond Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Bonds Trustee”), such indenture to be identical in all material respects to the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above"). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Registrants shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Bonds for Exchange Securities Bonds (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities ActSection 10(e) below) of any of the Issuers Registrants or of an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Bonds that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities Bonds 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 of the Exchange SecuritiesBonds) and to trade such Exchange Securities Bonds 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. Each IssuerThe Registrants, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Bonds, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities Bonds (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities Bonds received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private the Exchange Securities (as defined below) Bonds acquired in exchange for Securities Bonds constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and and/or 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”)Act, as applicable, in connection with such a sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:.
Appears in 1 contract
Samples: Louisiana Generating LLC
Registered Exchange Offer. The Issuers Company shall (i) use their its commercially reasonable best efforts to prepare and, not later than 90 60 days following the date of original issuance of the Securities Notes (the “"Issue Date”"), to file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities Notes (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the SecuritiesNotes, a like aggregate principal amount of debt securities of the Company (the "Exchange Notes") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that the Exchange Securities Notes will not contain terms with respect to transfer restrictionsrestrictions or additional interest upon certain failures to comply with this Agreement), (ii) use their its commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities Notes will be issued under the Indenture or an indenture (the “"Exchange Securities Notes Indenture”") between the Company, the Subsidiary Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Notes Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities Notes (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Notes for Exchange Securities Notes (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Notes that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange SecuritiesNotes) and to trade such Exchange Securities 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. Each IssuerThe Company, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Notes, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities Notes (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in Annex C hereto in the “"Plan of Distribution” " section of such prospectus in connection with a sale of any such Exchange Securities Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities Notes acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities Notes in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities Notes held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Notes") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”)Notes, except with respect to for the transfer restrictions relating to such Private Exchange SecuritiesNotes. The Private Exchange Securities Notes will be issued under the same indenture as the Exchange SecuritiesNotes, and the Company shall use its commercially reasonable best efforts to cause the Private Exchange Securities Notes to bear the same CUSIP number numbers as the Exchange SecuritiesNotes. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Colortyme Inc
Registered Exchange Offer. The Issuers shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “Issue Date”"ISSUE DATE"), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- fer”"REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "EXCHANGE SECURITIES") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”)Guarantors, except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”"EXCHANGE SECURITIES INDENTURE") between the Company, the Guarantors party thereto Issuers and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”"EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of any of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) to do so and to trade such Exchange 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. Each IssuerThe Issuers, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “Exchanging Dealer”) "EXCHANGING DEALER"), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such saleOffer. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange change Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”"PRIVATE EXCHANGE"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "PRIVATE EXCHANGE SECURITIES") that are identical in all material respects to the Exchange Securities (and are unconditionally guaranteed by the “Private Exchange Securities”)Guarantors, except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company Issuers shall use its their reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:
Appears in 1 contract
Samples: St John Trademarks Inc
Registered Exchange Offer. The Issuers shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “Issue Date”), and file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company Issuers (the "Exchange Securities"), that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that the Exchange additional interest provisions and the transfer restrictions relating to the Securities will not contain terms with respect to transfer restrictionsbe eliminated, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 210 days after the date of original issuance of the Securities (the "Issue Date Date"), and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 calendar days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between among the Company, the Guarantors party thereto Issuers and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the additional interest provisions and the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate of any of the Issuers (as defined in Rule 405 under within the meaning of the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Issuers, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges (as defined below) acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) and in the absence of an applicable exemption therefrom, each Holder (which may include the Initial Purchasers) that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) is required "), may be deemed to be an "underwriter" within the meaning of the Securities Act and must therefore, deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:
Appears in 1 contract
Samples: Exchange and Note Registration Rights Agreement (Jones Apparel Group Inc)
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 80 days following the date of original issuance of the Securities (the “Issue Date”"ISSUE DATE"), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- fer”"REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors Securities (the “Exchange Securities”"EXCHANGE SECURITIES"), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”"EXCHANGE SECURITIES INDENTURE") between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”"EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company, or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business, and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “Exchanging Dealer”"EXCHANGING DEALER") is required to deliver a prospectus containing substantially the information set forth in Annex ANNEX A hereto on the cover of such prospectus, in Annex ANNEX B hereto in the “"Exchange Offer Procedures” " and “"Purpose of the Exchange Offer” " sections of such prospectus, and in Annex 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”"PRIVATE EXCHANGE"), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: MTS Inc
Registered Exchange Offer. The Issuers and the Guarantors shall (ia) use their reasonable best efforts to prepare and, not later than 90 120 days following the date of original issuance of the Securities (the “Issue Date”"ISSUE DATE"), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- fer”" REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company Issuers (the "EXCHANGE SECURITIES") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (iib) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 210 days after the Issue Date and (iiic) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders, which period may be renewed in the reasonable judgment of the Issuers to enable more Holders to exchange their Securities, PROVIDED, that the Registered Exchange Offer is consummated no later than 210 days after the Issue Date (each such 30-day period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”"EXCHANGE SECURITIES INDENTURE") between among the CompanyIssuers, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”"EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Issuers, each the Guarantors and the Initial Purchaser and each Exchanging Dealer acknowledges Purchasers acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “Exchanging Dealer”) "EXCHANGING DEALER"), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange Exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items items 507 and or 508 of Regulation S-K under the Securities Act and the Exchange Act (“"Regulation S-K”"), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”"PRIVATE EXCHANGE"), a like aggregate principal amount of debt securities of the Company and Issuers (the Guarantors "PRIVATE EXCHANGE SECURITIES") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company Issuers shall use its their reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:
Appears in 1 contract
Registered Exchange Offer. The Issuers shall Each of the Issuer, the Partnership, the Partners and PRG (i) use their reasonable best efforts hereinafter referred to collectively as the "Issuer Group"), jointly and severally, shall, at its own cost, prepare and, not later than 90 120 days following after the effectiveness date of original issuance of the Securities PRG Guarantee (the “Issue "Effective Date”"), file with the Securities and Exchange Commission (the "Commission") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act Act, with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of the 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 Of- fer”) Offer to issue and deliver to such Holders, in exchange for the SecuritiesInitial Securities (including the related PRG Guarantee), a like aggregate principal amount of debt securities Exchange Securities (including the PRG Guarantee, the "Exchange Securities") of the Company that are Issuer issued under the Indenture, entitling the Holders thereof to the benefits of the PRG Guarantee and identical in all material respects to the Notes Initial Securities (except for the transfer restrictions relating to the Initial Securities and the provisions relating to the matters described in Section 6 hereof) but that are unconditionally guaranteed by registered under the Guarantors (the “Exchange Securities”), except that the Exchange Securities will not contain terms with respect to transfer restrictions, (ii) Act. The Issuer Group shall use their its reasonable best efforts to cause the such Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 within 240 days after the Issue Effective Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date and (iii) shall keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The If the Issuer Group effects the Registered Exchange Securities Offer, the Issuer Group will be issued under entitled to close the Indenture or an indenture (Registered Exchange Offer 20 business days after the “Exchange Securities Indenture”) between commencement thereof, provided that the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to Issuer Group has accepted all the Initial Purchasers, as trustee (Securities theretofore validly tendered in accordance with the “terms of the Registered Exchange Securities Trustee”), such indenture to be identical in all material respects to Offer. Following the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above). Upon declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuers Issuer Group shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under of any member of the Issuer Group within the meaning of the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s Xxxxxx's business, and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesSecurities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) and to trade such Exchange 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. Each Issuer, each Initial Purchaser and each Exchanging Dealer The Issuer Group acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) in the absence of an applicable exemption therefrom, each Holder that which is a broker-dealer electing to exchange Securities Initial Securities, acquired for its own account as a result of market-market making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in (a) Annex A hereto on the cover of such prospectuscover, in (b) Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus" section, and in (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. The Issuer Group shall use its reasonable 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 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, such period shall be the lesser of 120 days and the date on which all Exchanging Dealers have sold all Exchange Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) if the Issuer Group shall make such prospectus and any Initial Purchaser elects amendment or supplement thereto available to sell Private Exchange Securities (as defined below) acquired in exchange any broker-dealer for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, use in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect any resale of any Exchange Securities as to which clause (v) for a period of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to not less than 120 days after the consummation of the Registered Exchange Offer, any Holder holds any . The Initial Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of and the Exchange Securities in are herein collectively called the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange "Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities". In connection with the Registered Exchange Offer, the Issuers Issuer Group shall:
Appears in 1 contract
Registered Exchange Offer. The Issuers Company and the Guarantors shall (i) use their reasonable best efforts to ------------------------- prepare and, not later than 90 45 days following the date of original issuance of the Securities (the “Issue Closing Date”), shall file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of the Securities (the “Registered Exchange Of- fer”) to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company that are guaranteed by the Guarantors (the "Exchange Securities") identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) shall use their reasonable its best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 within 105 days after of the Issue Closing Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date and (iii) shall keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasersyou, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to with the Indenture, Indenture except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantors shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under of the Company or the Guarantors within the meaning of the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each Issuer, each Initial Purchaser The Company and each Exchanging Dealer acknowledges the Guarantors acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that which is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-market making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus" section, and in 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 Dealer, pursuant to the Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, allotment it is required to deliver a prospectus prospectus, containing the information required by Items items 507 and and/or 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”)Act, as applicable, in connection with such a sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
Appears in 1 contract
Samples: Registration Rights Agreement (Viking Distillery Inc)
Registered Exchange Offer. The Issuers shall American Water Works shall, upon demand by any Holder of AWWC Notes made after the termination of the Merger Agreement pursuant to Article VII thereof and the Company shall, upon demand by any Holder of AWCC Notes made after termination of the Merger Agreement pursuant to Article VII thereof, (i) use their reasonable best efforts to prepare and, not later than 90 60 days following the date of original issuance of the Securities after such demand (the “Issue Filing Date”), file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- ferOffer”) to issue and deliver to such HoldersHolders (x) of AWWC Notes, in exchange for the AWWC Notes, a like aggregate principal amount of debt securities of American Water Works, (the “AWCC Exchange Securities”) or (y) of AWCC Notes, in exchange for the AWCC Notes, a like aggregate principal amount of debt securities of the Company (the “AWCC Exchange Securities” and together with the AWWC Exchange Securities, the “Exchange Securities”), in each case that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”)Notes, except that for any transfer restrictions relating to the Exchange Securities will not contain terms with respect to transfer restrictionsNotes, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 75 days after the Issue Filing Date and the Registered Exchange Offer to be consummated no later than 225 105 days after the Issue Filing Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”). The AWCC Exchange Securities will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”) between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial PurchasersPurchaser, as trustee (the “AWCC Exchange Securities Trustee”), such in the form of the indenture to be identical in all material respects filed as Exhibit 4(a) to the registration statement on Form S-3 filed by American Water Works and the Company with the Commission on January 30, 2001 and shall contain the same covenants and events of default with the respect to the Company as set forth in the Purchase Agreement (the “AWCC Exchange Securities Indenture”). The AWWC Exchange Securities will be issued under the an indenture between American Water Works and such bank or trust company that is reasonably satisfactory to the Initial Purchaser, except as trustee (the “AWWCExchange Securities Trustee” and together with the AWCC Exchange Securities Trustee, the Exchange Securities Trustees”), in the form of the AWCC Exchange Securities Indenture with such modifications as shall be necessary to substitute American Water Works for the Company as the issuer thereunder and shall contain the same covenants and events of default with respect to American Water works as set forth in the transfer restrictions relating to Purchase Agreement (the “AWWC Exchange Securities (as described aboveIndenture” and together with the AWCC Exchange Securities Indenture, the “Exchange Securities Indentures”). Upon the effectiveness of the Exchange Offer Registration Statement, American Water Works or the Issuers Company, as applicable, shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange AWCC Notes for AWCC Exchange Securities or each Holder electing to exchange AWWC Notes for AWWC Exchange Securities (assuming that such Holder (a) is not an affiliate (of American Water Works or the Company, as defined in Rule 405 under the Securities Act) of the Issuers applicable, or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Notes that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each IssuerAmerican Water Works, each the Company, the Initial Purchaser and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Notes, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “Exchanging Dealer”) ), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” sections of such prospectus, section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities Notes acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company or American Water Works, as applicable, shall, upon the request of any such Holder, simultaneously with the delivery of the applicable Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities Notes held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of American Water Works or the Company and Company, as applicable (the Guarantors “Private Exchange Securities”) that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. .The Private Exchange Securities will be issued under the same indenture as the applicable Exchange Securities, and American Water Works or the Company Company, as applicable, shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the applicable Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company or American Water Works, as applicable, shall:
Appears in 1 contract
Samples: And Registration Rights Agreement (American Water Works Co Inc)
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 60 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Guarantors, the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on in the cover "Exchange Offer Procedures" section and the "Purpose of such prospectus, the Exchange Offer" section and in Annex B hereto in the “Exchange Offer Procedures” and “Purpose of the Exchange Offer” sections of such prospectus, and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: NBH Holdings Co Inc
Registered Exchange Offer. The Issuers and the Guarantors shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “Issue Date”), and file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an Form S-4 (or, if applicable, on another appropriate form form) under the Securities Act with respect to a proposed offer to the Holders of the Securities Senior Subordinated Notes (the “Registered Exchange Of- ferOffer”) to issue and deliver to such Holders, in exchange for the SecuritiesSenior Subordinated Notes, a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors Issuers (the “Exchange SecuritiesSenior Subordinated Notes”)) that are identical to the Senior Subordinated Notes, except that the Exchange Securities Senior Subordinated Notes will not contain terms be subject to restrictions on transfer or to any increase in annual interest for failure to comply with respect to transfer restrictionsthis Agreement, (ii) use their reasonable best efforts to and thereafter cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated completed no later than 225 360 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of original issuance of the Registered Exchange Offer is mailed to the Holders Senior Subordinated Notes (such period being called the “Exchange Offer Registration PeriodIssue Date”). The Exchange Securities Senior Subordinated Notes will be issued under the Indenture or an indenture (the “Exchange Securities Senior Subordinated Indenture”) between among the CompanyIssuers, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Senior Subordinated Trustee”). If the Exchange Senior Subordinated Notes are issued under a separate indenture, such indenture to shall be identical in all material respects to the Indenture, except that such indenture shall not contain any provisions relating to restrictions on transfer with respect to the transfer restrictions relating Exchange Senior Subordinated Notes or to the Securities (as described above)any increase in annual interest for failure to comply with this Agreement. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Senior Subordinated Notes for Exchange Securities Senior Subordinated Notes (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities Senior Subordinated Notes that have, or that are reasonably likely to have, have the status of an unsold allotment in an remaining from the initial distributiondistribution of the Senior Subordinated Notes, (c) acquires the Exchange Securities Senior Subordinated Notes in the ordinary course of such Holder’s business, business and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesSenior Subordinated Notes) and to trade such Exchange Securities Senior Subordinated 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. Each IssuerThe Issuers, each the Guarantors, the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Senior Subordinated Notes, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities Senior Subordinated Notes (an “Exchanging Dealer”) is required ), may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus containing substantially meeting the information set forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in the “Exchange Offer Procedures” and “Purpose requirements of the Exchange Offer” sections of such prospectus, and in Annex C hereto in the “Plan of Distribution” section of such prospectus Securities Act in connection with a sale of any such Exchange Securities Senior Subordinated Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:
Appears in 1 contract
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Transfer Restricted Securities, a like aggregate principal amount of debt securities of the Company that are (the "Exchange Securities") identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Transfer Restricted Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date Date, and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which that notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities and the Private Exchange Securities (as defined below), if any, will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasersyou, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, Indenture except with respect to for the transfer restrictions relating to the Securities (as described above). The Indenture or Exchange Securities Indenture, as the case may be, shall provide that the holders of the Exchange Securities, the Private Exchange Securities and the Securities shall vote and consent together on all matters (as to which any of such holders may vote or consent) as one class and that none of the holders of the Exchange Securities, the Private Exchange Securities or the Securities will have the right to vote or consent as a separate class on any matter. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Transfer Restricted Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined hereinbelow) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, 's business and (dc) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each Issuer, each Initial Purchaser and each Exchanging Dealer acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “Exchanging Dealer”) is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in the “Exchange Offer Procedures” and “Purpose of the Exchange Offer” sections of such prospectus, and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. The Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging DealersParticipating Broker-Dealers (as defined), and the Issuers Company shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder Initial Purchaser holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, Company upon the request of any such Holder, shall simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange (the "Private Exchange") for the such Securities held by any such Holder (the “Private Exchange”)Holder, a like aggregate principal amount of debt securities notes (the "Private Exchange Securities") of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (except for the “Private Exchange Securities”), except with respect to placement of a restrictive legend on the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will shall be issued under pursuant to the same indenture as the Exchange Securities, Securities and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: STC Broadcasting Inc
Registered Exchange Offer. The Issuers shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “"Exchange Securities”"), except that the Exchange Securities will not contain terms with respect to transfer restrictions, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial PurchasersPurchaser, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the 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 Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an the Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business, and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each Issuer, each the Initial Purchaser and each Exchanging Dealer acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “"Exchanging Dealer”") is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in the “"Exchange Offer Procedures” " and “"Purpose of the Exchange Offer” " sections of such prospectus, and in 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 any the Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“"Regulation S-K”"), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “"Private Exchange Securities”"), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:
Appears in 1 contract
Samples: Cooperative Computing Inc /De/
Registered Exchange Offer. The Issuers shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “"Exchange Securities”"), except that the Exchange Securities will not contain terms with respect to transfer restrictions, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the 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 Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business, and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each Issuer, each Initial Purchaser and each Exchanging Dealer acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “"Exchanging Dealer”") is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in the “"Exchange Offer Procedures” " and “"Purpose of the Exchange Offer” " sections of such prospectus, and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“"Regulation S-K”"), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “"Private Exchange Securities”"), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:
Appears in 1 contract
Samples: Lin Television Corp
Registered Exchange Offer. The Issuers Unless the Registered Exchange Offer (as defined herein) shall not be permitted by applicable law or applicable interpretation of the staff of the Securities and Exchange Commission (the “SEC” or “Commission”), the Company shall (i) use their reasonable best efforts to prepare and, not later than 90 150 days following the date of the original issuance of the Securities (the date of such issuance being referred to herein as the “Issue Issuance Date”), file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- ferOffer”) to issue and deliver to such Holders, in exchange for the Securities, Securities a like aggregate principal amount of debt securities of the Company (the “Exchange Securities”) that are substantially identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 210 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Issuance Date and (iii) keep as soon as practicable after the effectiveness of the Exchange Offer Registration Statement effective for not less than 30 days (or longerStatement, if required by applicable law) after the date on which notice of initiate the Registered Exchange Offer is mailed to as set forth in the Holders (such period being called the “Exchange Offer Registration Period”)following paragraph. The Exchange Securities will be issued under the Indenture or an same indenture as the Securities (the “Exchange Securities Indenture”) between dated as of July 2, 2013, among the Company, the Subsidiary Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”), with such indenture modifications as may be appropriate to be identical in all material respects to account for the Indenture, except with respect to registration of the transfer restrictions relating to Exchange Securities under the Securities (as described above)Act. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company 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 Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distributionthe Initial Placement, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, business and (d) has no arrangements or understandings with any person to participate participate, and is not participating, in the distribution of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each Initial Purchaser the Holders and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, (i) each Holder that is a brokerBroker-dealer Dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “Exchanging Dealer”) ), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectusrequired, in Annex B hereto in the “Exchange Offer Procedures” and “Purpose of the Exchange Offer” sections of such prospectus, and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotmentOffer, it is required to deliver a prospectus containing substantially the information required by Items 507 and 508 set forth (i) in Annex A hereto on the cover of Regulation S-K under such prospectus, (ii) in Annex B hereto in the Securities Act “Exchange Offer Procedures” section and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery Purpose of the Exchange Securities Offer” section of such prospectus and (iii) in Annex C hereto in the Registered Exchange Offer“Plan of Distribution” section of such prospectus, issue and deliver in each case subject to any changes, additions, deletions or moving of such Holder, in exchange for disclosure required by the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange SecuritiesSEC. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Rite Aid Corp)
Registered Exchange Offer. The Issuers Unless the Registered Exchange Offer (as defined herein) shall not be permitted by applicable law or applicable interpretation of the staff of the Securities and Exchange Commission (the “SEC” or “Commission”), the Company shall (i) use their reasonable best efforts to prepare and, not later than 90 150 days following the date of the original issuance of the Securities (the date of such filing being referred to herein as the “Issue Filing Date”), file with the Commission a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- ferOffer”) to issue and deliver to such Holders, in exchange for the Securities, Securities a like aggregate principal amount of debt securities of the Company (the “Exchange Securities”) that are substantially identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 210 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Filing Date and (iii) keep as soon as practicable after the effectiveness of the Exchange Offer Registration Statement effective for not less than 30 days (or longerStatement, if required by applicable law) after the date on which notice of initiate the Registered Exchange Offer is mailed to as set forth in the Holders (such period being called the “Exchange Offer Registration Period”)following paragraph. The Exchange Securities will be issued under the Indenture or an same indenture as the Securities (the “Exchange Securities Indenture”) to be dated as of October 26, 2009, between the Company, the Subsidiary Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”), with such indenture modifications as may be appropriate to be identical in all material respects to account for the Indenture, except with respect to registration of the transfer restrictions relating to Exchange Securities under the Securities (as described above)Act. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company 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 Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distributionthe Initial Placement, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, business and (d) has no arrangements or understandings with any person to participate participate, and is not participating, in the distribution of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each Initial Purchaser the Holders and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, (i) each Holder that is a brokerBroker-dealer Dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “Exchanging Dealer”) ), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectusrequired, in Annex B hereto in the “Exchange Offer Procedures” and “Purpose of the Exchange Offer” sections of such prospectus, and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotmentOffer, it is required to deliver a prospectus containing substantially the information required by Items 507 and 508 set forth (i) in Annex A hereto on the cover of Regulation S-K under such prospectus, (ii) in Annex B hereto in the Securities Act “Exchange Offer Procedures” section and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery Purpose of the Exchange Securities Offer” section of such prospectus and (iii) in Annex C hereto in the Registered Exchange Offer“Plan of Distribution” section of such prospectus, issue and deliver in each case subject to any changes, additions, deletions or moving of such Holder, in exchange for disclosure required by the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange SecuritiesSEC. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Rite Aid Corp)
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 60 days following the date of on which the original issuance of Securities were sold to the Securities Initial Purchaser pursuant to the Purchase Agreement (the “"Issue Date”"), shall file with the Securities and Exchange Commission (the "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 the Securities (the “Registered Exchange Of- fer”) to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company that are (the "Exchange Securities") identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect to transfer restrictions, (ii) registration rights and liquidated damages relating to the Securities, shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date Date, and (iii) shall keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after commencing the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasersyou, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, Indenture except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not (i) an affiliate (as defined in "affiliate" of the Company within the meaning of Rule 405 under of the Securities ActAct or (ii) of the Issuers or an Exchanging Dealer (as defined hereinbelow) not complying with 675677.3 the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, 's business and (dc) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange Securities from and after their receipt without any limitations or restrictions restrictions, except as provided herein, under the Securities Act and without material restrictions under the securities laws of the several states of the United States. Each IssuerThe Company, each the Initial Purchaser and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities ActAct by the Commission's staff, (i) each Holder that which is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-market making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus" section, and in 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 any the Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, allotment it is required to deliver a prospectus containing the information required by Items 507 and or 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”)Act, as applicable, in connection with such a sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Ampex Corp /De/)
Registered Exchange Offer. The Issuers shall (i) use their reasonable best efforts to prepare and, not later than 90 105 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by with the Guarantees of the Guarantors (the “"Exchange Securities”"), except that the Exchange Securities will not contain terms with respect to transfer restrictionsrestrictions or registration rights, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between among the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each Issuer, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “"Exchanging Dealer”") is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in the “"Exchange Offer Procedures” " and “the "Purpose of the Exchange Offer” " sections of such prospectus, and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it such Initial Purchaser is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“"Regulation S-K”"), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and with guarantees of the Guarantors that are identical in all material respects to the Exchange Securities (the “"Private Exchange Securities”"), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:
Appears in 1 contract
Samples: Registration Rights Agreement (Westinghouse Air Brake Technologies Corp)
Registered Exchange Offer. The Issuers Company shall (i) use their its commercially reasonable best efforts to prepare and, not later than 90 60 days following the date of original issuance of the Securities (the “"Issue Date”"), to file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities and the Subsidiary Guarantees (the “Registered "Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the SecuritiesSecurities and the Subsidiary Guarantees, a like aggregate principal amount of debt securities of the Company and guarantees thereof by the Subsidiary Guarantors (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors Securities (the “Exchange Securities”), except that the Exchange Securities will not contain terms with respect to transfer restrictionsrestrictions or additional interest upon certain failures to comply with this Agreement), (ii) use their its commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Subsidiary Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Subsidiary Guarantors, the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and guarantees thereof by the Subsidiary Guarantors (the "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its commercially reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number numbers as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Colortyme Inc
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Health Net Inc)
Registered Exchange Offer. The Unless the Registered Exchange Offer (as defined herein) is not permitted under applicable law or rules or regulations of the Commission, the Issuers and DonJoy shall (i) use their reasonable best efforts to prepare and, not later than 90 75 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company Issuers (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 days after the Issue Date and (iii) keep the Registered Exchange Offer Registration Statement effective open for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between among the CompanyIssuers, the Guarantors party thereto DonJoy and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial PurchasersPurchaser, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). All references in this Agreement to "prospectus" shall, except where the context otherwise requires, include any prospectus (or amendment or supplement thereto) filed with the Commission pursuant to Section 6 of this Agreement. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an the Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Issuers, each DonJoy, the Initial Purchaser and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder shall notify the Company in writing that it holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder notifies the Company in writing that it believes that it is not entitled to participate in the Registered Exchange Offer (other than because it has an understanding or arrangement with any person to participate in the distribution of the Exchange Securities) and such Holder has not received a written opinion from counsel to the Issuers, reasonably acceptable to such Holder to the effect that such Holder is legally permitted to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and Issuers (the Guarantors "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company Issuers shall use its their reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:.
Appears in 1 contract
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, ------------------------- not later than 90 60 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “---------- "Exchange Offer Registration Statement”") on an appropriate form under the -------------------------------------- Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in ------------------------- exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all ------------------- material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 120 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 150 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The ---------------------------------- Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Company and the Trustee or such ----------------------------- other bank or trust company that is reasonably satisfactory to the Initial PurchasersAgents, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in --------------------------- all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser Agent holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each Initial Purchaser the Agents and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus ----------------- containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the written request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate ---------------- principal amount of debt securities of the Company and (the Guarantors "Private Exchange ---------------- Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange ---------- Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture inden- ture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Carpenter Technology Corp)
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 60 days following the date of original issuance of the Securities (the “Issue Date”"ISSUE DATE"), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- fer”"REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors Securities (the “Exchange Securities”"EXCHANGE SECURITIES"), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 185 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”"EXCHANGE SECURITIES INDENTURE") between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial PurchasersPurchaser, as trustee (the “Exchange Securities Trustee”"EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company, or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an the Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business, and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Initial Purchaser and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “Exchanging Dealer”) "EXCHANGING DEALER"), is required to deliver a prospectus containing substantially the information set forth in Annex ANNEX A hereto on the cover of such prospectus, in Annex ANNEX B hereto in the “"Exchange Offer Procedures” " and “"Purpose of the Exchange Offer” " sections of such prospectus, and in Annex 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”"PRIVATE EXCHANGE"), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”"PRIVATE EXCHANGE SECURITIES"), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 60 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Transfer Restricted Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Transfer Restricted Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Transfer Restricted Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement 29 to become effective under the Securities Act no later than 180 160 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 25 business days after the Issue Date effective date of the Exchange Offer Registration Statement and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is first mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities and Private Exchange Securities (as defined below, if any) will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above)Transfer Restricted Securities. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding with Securities that have, or that are reasonably likely to have, have the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and or 508 of Regulation S-K under the Securities Act and the Exchange Act (“"Regulation S-K”"), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging DealersParticipating Broker-Dealers (as defined), and the Issuers Company shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an the initial distributiondistribution of the Securities, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Viasystems Inc
Registered Exchange Offer. The Issuers shall (i) use their reasonable best efforts to prepare and, not later than 90 75 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”)Guarantors, except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Issuers and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of any of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) to do so and to trade such Exchange 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. Each IssuerThe Issuers, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (and are unconditionally guaranteed by the “Private Exchange Securities”)Guarantors, except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company Issuers shall use its their reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:
Appears in 1 contract
Samples: Carrols Corp
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 210 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 240 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasersyou, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). If the Company effects the Registered Exchange Offer, the Company will be entitled to close the Registered Exchange Offer 30 days after the commencement thereof provided that the Company has accepted all the Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer. The Company may, in its discretion, accept tenders of Notes for Exchange Notes after the date that the Company consummates the Exchange Offer with respect to Notes tendered as of the date of initial consummation and, for purposes of Section 3(a)(iii), the Exchange Offer shall be deemed to have been consummated notwithstanding any such extension of the tender period. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Magellan Health Services Inc
Registered Exchange Offer. The Issuers Company and the Support Provider shall (i) use their reasonable best efforts to prepare and, not later than 90 210 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Securities and Exchange Commission (the "Commission") a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holdersthe Holders of the Securities, in exchange for the their Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes Securities and are unconditionally guaranteed by similarly entitled to the Guarantors (benefits of the “Exchange Securities”)Support Agreement, except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 285 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 315 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Support Provider and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial PurchasersPurchaser, as trustee Trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Support Provider shall as soon as practicable 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 Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an the Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Support Provider, the Initial Purchaser and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for the applicable Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”)Holder, a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (and similarly entitled to the “Private Exchange Securities”)benefits of the Support Agreement, except with respect to for the transfer restrictions relating to such Private Exchange SecuritiesSecurities (the "Private Exchange"). The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the applicable Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company and the Support Provider shall:
Appears in 1 contract
Samples: And Registration Rights Agreement (Verizon Communications Inc)
Registered Exchange Offer. The Issuers Company and the Subsidiary Guarantors shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their respective reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Subsidiary Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Subsidiary Guarantors shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s business, 's business and (dc) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Subsidiary Guarantors, the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company and the Subsidiary Guarantors shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company and the Subsidiary Guarantors shall use its their reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. The Private Exchange Securities, however, will carry a restrictive legend. In connection with the Registered Exchange Offer, the Issuers Company and the Subsidiary Guarantors shall:
Appears in 1 contract
Samples: Fah Co Inc
Registered Exchange Offer. The Issuers shall (i) use their reasonable best efforts to prepare and, not later than 90 60 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “"Exchange Securities”"), except that the Exchange Securities will not contain terms with respect to transfer restrictions, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 120 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 165 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Senior Notes Indenture (the "Indenture") or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto and the Senior Notes Trustee (the "Trustee") or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the 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 Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business, and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange Securities) and to trade such Exchange 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. Each Issuer, each Initial Purchaser and each Exchanging Dealer acknowledges that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “"Exchanging Dealer”") is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectus, in Annex B hereto in the “"Exchange Offer Procedures” " and “"Purpose of the Exchange Offer” " sections of such prospectus, and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“"Regulation S-K”"), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “"Private Exchange Securities”"), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers shall:
Appears in 1 contract
Samples: Lin Holdings Corp
Registered Exchange Offer. The Issuers Company and the Guarantors shall (i) use their reasonable best efforts to prepare and, not later than 90 45 days following the closing date of original issuance of the Securities Acquisition (the “Issue "Acquisition Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") 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 Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange transfer restrictions relating to the Securities will not contain terms with respect and the provisions related to transfer restrictionsthe matters described in Section 3 hereof, (ii) use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 105 days after the Issue Acquisition Date and the Registered Exchange Offer to be consummated no later than 225 135 days after the Issue Acquisition Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above)) and the provisions related to the matters described in Section 3 hereof. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantors shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange SecuritiesSecurities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) and to trade such Exchange 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. Each IssuerThe Company, each the Select Guarantors, the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “"Exchanging Dealer”) "), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “"Private Exchange”"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "Private Exchange Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Atlantic Health Group Inc
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “Issue Date”"ISSUE DATE"), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- fer”"EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "EXCHANGE SECURITIES") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that the transfer restrictions relating to U.S. securities laws shall be eliminated and the Exchange Securities will not contain terms with respect provisions regarding the payment of additional interest or be subject to transfer restrictionsfurther registration rights, (ii) use their its commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 150 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 180 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”"EXCHANGE SECURITIES INDENTURE") between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”"EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all material respects to the Indenture, except with respect to that the transfer restrictions relating to U.S. securities laws shall be eliminated and the Exchange Securities (as described above)will not contain provisions regarding the payment of additional interest or be subject to further registration rights. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “Exchanging Dealer”) "EXCHANGING DEALER"), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”"PRIVATE EXCHANGE"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "PRIVATE EXCHANGE Securities") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to U.S. securities laws shall be eliminated and such Private Exchange SecuritiesSecurities will not contain provisions regarding the payment of additional interest or be subject to further registration rights. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Forest Oil Corp
Registered Exchange Offer. The Issuers Company and the Guarantors shall (i) use their reasonable best efforts to prepare and, not later than 90 100 days following the date of original issuance of the Securities (the “Issue Date”"ISSUE DATE"), file with the Commission a registration statement (the “Exchange Offer Registration Statement”"EXCHANGE OFFER REGISTRATION STATEMENT") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “Registered Exchange Of- fer”"REGISTERED EXCHANGE OFFER") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "EXCHANGE SECURITIES") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 240 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 270 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”"EXCHANGE OFFER REGISTRATION PERIOD"). The Exchange Securities will be issued under the Indenture or an indenture (the “Exchange Securities Indenture”"EXCHANGE SECURITIES INDENTURE") between the Company, the Guarantors party thereto and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “Exchange Securities Trustee”"EXCHANGE SECURITIES TRUSTEE"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above)Securities. Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities in the ordinary course of such Holder’s 's business, and (d) has no arrangements or understandings with any person to participate in the distribution of the Exchange SecuritiesSecurities and (e) if it is a person in the United Kingdom, that its ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business) and to trade such Exchange 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. Each IssuerThe Company, each the Guarantors, the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges acknowledge that, pursuant to current interpretations by the Commission’s 's staff of Section 5 of the Securities Act, (i) each Holder that is a broker-dealer electing to exchange Securities Securities, acquired for its own account as a result of market-making activities or other trading activities activities, for Exchange Securities (an “Exchanging Dealer”) "EXCHANGING DEALER"), is required to deliver a prospectus containing substantially the information set forth in Annex A hereto on the cover of such prospectuscover, in Annex B hereto in the “"Exchange Offer Procedures” " section and “the "Purpose of the Exchange Offer” sections of such prospectus, " section and in Annex C hereto in the “"Plan of Distribution” " section of such prospectus (or any comparable section thereof) in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) if any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereofOffer. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers Company shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”"PRIVATE EXCHANGE"), a like aggregate principal amount of debt securities of the Company and (the Guarantors "PRIVATE EXCHANGE SECURITIES") that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to for the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Willis Corroon Group LTD
Registered Exchange Offer. The Issuers Company shall (i) use their reasonable best efforts to prepare and, not later than 90 days following the date of original issuance of the Securities (the “"Issue Date”"), file with the Commission a registration statement (the “"Exchange Offer Registration Statement”") on an appropriate form under the Securities Act with respect to a proposed offer to the Holders of the Securities (the “"Registered Exchange Of- fer”Offer") to issue and deliver to such Holders, in exchange for the Securities, a like aggregate principal amount of debt securities of the Company (the "Exchange Securities") that are identical in all material respects to the Notes and are unconditionally guaranteed by the Guarantors (the “Exchange Securities”), except that for the Exchange Securities will not contain terms with respect transfer restrictions relating to transfer restrictionsthe Securities, (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Issue Date and the Registered Exchange Offer to be consummated no later than 225 210 days after the Issue Date and (iii) keep the Exchange Offer Registration Statement effective for not less than 30 20 business days (or longer, if required by applicable law) after the date on which notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “"Exchange Offer Registration Period”"). The Exchange Securities will be issued under the Indenture or an indenture (the “"Exchange Securities Indenture”") between the Company, the Guarantors party thereto Company and the Trustee or such other bank or trust company that is reasonably satisfactory to the Initial Purchasers, as trustee (the “"Exchange Securities Trustee”"), such indenture to be identical in all material respects to the Indenture, except with respect to for the transfer restrictions relating to the Securities (as described above). Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall as soon as practicable promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for Exchange Securities (assuming that such Holder (a) is not an affiliate (as defined in Rule 405 under the Securities Act) of the Issuers Company or an Exchanging Dealer (as defined herein) not complying with the requirements of the next sentence, (b) is not an Initial Purchaser holding Securities that have, or that are reasonably likely to have, the status of an unsold allotment in an initial distribution, (c) acquires the Exchange Securities 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 of the Exchange Securities) and to trade such Exchange 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. Each IssuerThe Company, each the Initial Purchaser Purchasers and each Exchanging Dealer acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, (i) each Holder that 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 Securities (an “"Exchanging Dealer”") acknowledge that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, each Exchanging Dealer is required to deliver a prospectus containing substantially the information set forth (i) in Annex A hereto on the cover of such prospectus, (ii) in Annex B hereto in the “"Exchange Offer Procedures” " and “the "Purpose of the Exchange Offer” " sections of such prospectus, prospectus and (iii) in Annex C hereto in the “"Plan of Distribution” " section of such prospectus 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 any Initial Purchaser elects to sell Private Exchange Securities (as defined below) acquired in exchange for Securities constituting any portion of an unsold allotment, it is required to deliver a prospectus containing the information required by Items 507 and 508 of Regulation S-K under the Securities Act and the Exchange Act (“Regulation S-K”), as applicable, in connection with such sale. Upon consummation of the Registered Exchange Offer in accordance with this Section 1, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Transfer Restricted Securities (as defined) that are Private Exchange Securities, Exchange Securities as to which clause (v) of the first paragraph of Section 2 is applicable and Exchange Securities held by Exchanging Dealers, and the Issuers shall have no further obligations to register Transfer Restricted Securities (other than Private Exchange Securities and other than in respect of any Exchange Securities as to which clause (v) of the first paragraph of Section 2 hereof applies) pursuant to Section 2 hereof. If, prior to the consummation of the Registered Exchange Offer, any Holder holds any Securities acquired by it that have, or that are reasonably likely to be determined to have, the status of an unsold allotment in an initial distribution, or any Holder is not entitled to participate in the Registered Exchange Offer, the Issuers shall, upon the request of any such Holder, simultaneously with the delivery of the Exchange Securities in the Registered Exchange Offer, issue and deliver to any such Holder, in exchange for the Securities held by such Holder (the “Private Exchange”), a like aggregate principal amount of debt securities of the Company and the Guarantors that are identical in all material respects to the Exchange Securities (the “Private Exchange Securities”), except with respect to the transfer restrictions relating to such Private Exchange Securities. The Private Exchange Securities will be issued under the same indenture as the Exchange Securities, and the Company shall use its reasonable best efforts to cause the Private Exchange Securities to bear the same CUSIP number as the Exchange Securities. In connection with the Registered Exchange Offer, the Issuers Company shall:
Appears in 1 contract
Samples: Black & Decker Corp
