Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 210 days following the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day). (b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuer, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States. (c) In connection with the Registered Exchange Offer, the Issuers shall: (i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; (ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law); (iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period; (iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee; (v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open; (vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and (vii) comply in all respects with all applicable laws. (d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall: (i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer; (ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and (iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange. (e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer: (i) any New Securities received by such Holder will be acquired in the ordinary course of business; (ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and (iii) such Holder is not an Affiliate of the Issuers. (f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 3 contracts
Samples: Exchange and Registration Rights Agreement (Mediacom Broadband Corp), Exchange and Registration Rights Agreement (Mediacom Broadband Corp), Exchange and Registration Rights Agreement (Mediacom Capital Corp)
Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 210 days following the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to Unless the Registered Exchange Offer. The Offer would not be permitted by applicable law or Commission policy, the Issuers shall and the Guarantors will:
(i) use their best all commercially reasonable efforts to cause to be filed with the Exchange Offer Commission, after the Closing Date, a Registration Statement; and
(ii) use all commercially reasonable efforts to cause such Registration Statement to become effective under the Act within 330 300 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day)Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration StatementStatement , unless the Registered Exchange Offer would not be permitted by applicable law or Commission policy, the Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuer, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required, under the Act in order to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the Issuersany Issuer.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 3 contracts
Samples: Registration Rights Agreement (NRG Energy, Inc.), Registration Rights Agreement (NRG Energy, Inc.), Registration Rights Agreement (NRG Energy, Inc.)
Registered Exchange Offer. (a) The Unless the Registered Exchange Offer would violate applicable law or any applicable interpretation of the staff of the Commission, with respect to any Securities that are Transfer Restricted Securities, the Issuers and the Guarantors shall prepare anduse their commercially reasonable efforts to prepare, to cause to be filed with the Commission and to become effective, not later than 210 365 days following from the date of the original issuance of the Securities (or if such 210th day is not a Business Dayhereof, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day).
(b) Upon If an Exchange Offer Registration Statement is filed and becomes effective pursuant to Section 2(a) above, upon the effectiveness of the Exchange Offer Registration Statement, the Issuers and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Issuers or the Guarantors, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States. The Issuers and the Guarantors shall complete the Registered Exchange Offer as soon as practicable after the Exchange Offer Registration Statement becomes effective.
(c) In connection with the Registered Exchange Offer, if an Exchange Offer Registration Statement is required to be filed and becomes effective pursuant to Section 2(a) above, the Issuers and the Guarantors shall:
(i) mail or cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their best commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Securities Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers and the Guarantors have not entered into any arrangement or understanding with any Person person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best knowledge of the Issuers’ information Issuers and beliefthe Guarantors, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers and the Guarantors shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Brokerbroker-Dealer dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction and transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Securities Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Issuers, the Guarantors or one of its their respective Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities to be received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the distribution of the Securities or the New Securities within the meaning of the Securities Act; and
(iii) such Holder is not an Affiliate of the IssuersIssuers or the Guarantors.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers and the Guarantors shall issue and deliver to such Initial Purchaser or the Person person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers and the Guarantors shall use their best commercially reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 3 contracts
Samples: Registration Rights Agreement (Everest Acquisition Finance Inc.), Registration Rights Agreement (MBOW Four Star, L.L.C.), Registration Rights Agreement (MBOW Four Star, L.L.C.)
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 210 180 days following the date of the original issuance of the Securities (the “Issue Date”) (or if such 210th 180 day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 240 days of the date of the original issuance of the Securities Issue Date (or if such 330th 240th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Exchange Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Exchange Securities in the ordinary course of such Holder’s business, is not engaged in and does not intend to engage in and has no arrangements or understandings with any Person to participate in the distribution of the New Exchange Securities, is not a broker-dealer tendering Securities directly acquired from the Company for its own account and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Exchange Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the state securities or “blue sky” laws of a substantial proportion of the several states of the United Statessky laws.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) if the Company receives notice from an Exchanging Dealer that such Exchanging Dealer holds Securities acquired for the account of such Exchanging Dealer as a result of market making or other trading activities, use their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act to ensure that it is available for sales of New Exchange Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York City time, on the last Business Day on which the Registered Exchange Offer is openopen by sending to the entity specified in the Prospectus, a facsimile or letter setting forth the name of such Holder, the principal amount of the Securities delivered for exchange and a statement that such Xxxxxx is withdrawing such Xxxxxx’s election to have such Securities exchanged;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, if requested, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. Co. Incorporated (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Exchange Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Exchange Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Exchange Securities; and
(vii) comply in all respects with all applicable lawslaws relating to the Registered Exchange Offer.
(d) As soon as practicable Promptly after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities duly tendered and not validly withdrawn pursuant to the Registered Exchange OfferOffer in accordance with the terms of the Exchange Offer Registration Statement and letter of transmittal, which shall be an exhibit thereto;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s4(q) hereof all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Exchange Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby Holder, by tendering Securities for exchange for Exchange Securities, acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Exchange Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. Co. Incorporated (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated (pub. avail. July 2, 1993 1993) and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508and 508 of Regulation S-K, as applicable, of Regulation S-K under the Act if the resales are of New Exchange Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Exchange Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Exchange Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Exchange Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Exchange Securities. The Issuers Company shall use their its reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Exchange Securities as for New Exchange Securities issued pursuant to the Registered Exchange Offer.
Appears in 2 contracts
Samples: Registration Rights Agreement (Donnelley R R & Sons Co), Registration Rights Agreement (Donnelley R R & Sons Co)
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 150 days of the date of the original issuance of the Securities (or if such 330th 150th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail or cause to be mailed or delivered to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) if requested by the Commission, prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ its information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s5(s) all Securities so accepted for exchange; and
(iii) cause the Trustee or the New Securities Trustee, as the case may be, promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities, if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Company or one of its Affiliates, (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and such transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its AffiliatesAct. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany (or if it is, that it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable).
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 2 contracts
Samples: Registration Rights Agreement (Greif Inc), Registration Rights Agreement (Greif Inc)
Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 210 240 days following the date of the original issuance of the Securities (or if such 210th 240th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 300 days of the date of the original issuance of the Securities (or if such 330th 300th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Issuer shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any the Issuer, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Issuer shall:
(i) mail or electronically transmit to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Issuer is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Issuer has not entered into any arrangement or understanding with any Person person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Issuer’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Issuer shall:
(i) accept for exchange all Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the then Accreted Value and aggregate principal amount at maturity of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman Xxxxxxxx & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any the Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Issuer that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and;
(iii) such Holder is not an Affiliate of the Issuersany Issuer; and
(iv) if such Holder is a Broker-Dealer, that it will receive New Securities for its own account in exchange for Securities that were acquired as a result of market making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such New Securities.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Issuer shall issue and deliver to such Initial Purchaser or the Person person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like Accreted Value and aggregate principal amount at maturity thereof of New Securities. The Issuers Issuer shall use their its reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 2 contracts
Samples: Registration Rights Agreement (Rural Metro Corp /De/), Registration Rights Agreement (Rural Metro Corp /De/)
Registered Exchange Offer. (a) The Issuers Company and the Guarantor shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities Notes (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act within 330 180 days of the date of the original issuance of the Securities Notes (or if such 330th 180th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantor shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Notes for New Securities Notes (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities Notes in the ordinary course of such Holder’s Xxxxxx's business, has no arrangements with any Person to participate in the distribution of the New Securities Notes and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Guarantor shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Securities Act, supplemented and amended as required, under the Securities Act to ensure that it is available for sales of New Securities Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Notes Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities Notes at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers Company and the Guarantor, are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co.XXXXXX XXXXXXX AND CO., Inc. INC. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers Company and the Guarantor have not entered into any arrangement or understanding with any Person to distribute the New Securities Notes to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's and the Guarantor's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities Notes in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New SecuritiesNotes; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and the Guarantor shall:
(i) accept for exchange all Securities Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities Notes so accepted for exchange; and
(iii) cause the New Notes Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities Notes a principal amount of New Securities Notes equal to the principal amount of the Securities Notes of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co.XXXXXX XXXXXXX AND CO., Inc. INC. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman Xxxxxxxx & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction and (z) that secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security note holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Securities Act if the resales are of New Securities Notes obtained by such Holder in exchange for Securities Notes acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company and the Guarantor that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities Notes received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities Notes or the New Securities Notes within the meaning of the Securities Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities Notes constituting any portion of an unsold allotment, at the request of such Initial PurchaserPurchaser within 20 days after the consummation of the Exchange Offer, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities Notes registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such SecuritiesNotes, a like principal amount of New SecuritiesNotes. The Issuers Company and the Guarantor shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities Notes as for New Securities Notes issued pursuant to the Registered Exchange Offer.
Appears in 2 contracts
Samples: Registration Rights Agreement (Harrahs Operating Co Inc), Registration Rights Agreement (Harrahs Entertainment Inc)
Registered Exchange Offer. Resales of New Notes by Exchanging Dealers; Private Exchange.
(a) The Issuers Company shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day), Closing Date shall use their best efforts to file with the Commission Commission, the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 210 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day)Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Transfer Restricted Notes for New Securities Notes (assuming that such Holder is not an Affiliate of any Issuer, acquires the New Securities in the ordinary course of such a Restricted Holder’s business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion at least two-thirds of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days business days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New SecuritiesYork; and
(viiiv) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities Transfer Restricted Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer; provided that the Company shall only accept Transfer Restricted Notes of a Holder who has represented that any New Notes to be received by such Holder will be acquired in the ordinary course of such Holder's business, such Holder has no arrangements with any other person to participate in the distribution of the New Notes, and such Holder is not an Affiliate of the Company, or if such Holder is an Affiliate of the Company, that such Holder will comply, to the extent applicable, with the registration and prospectus delivery requirements of the Act;
(ii) deliver to the Trustee for cancellation or notation of reduction in accordance with the Indenture and pursuant to Section 4(s) principal amount all Securities Transfer Restricted Notes so accepted for exchange; and
(iii) cause the Trustee or the New Note Trustee, as the case may be, promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a Transfer Restricted Notes, New Notes equal in principal amount of New Securities equal to the principal amount of the Securities Transfer Restricted Notes of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges The Initial Purchasers and agrees that the Company acknowledge that, pursuant to interpretations by the Commission's staff of Section 5 of the Act, and in the absence of an applicable exemption therefrom, each Exchanging Dealer is required to deliver a Prospectus in connection with a sale of any Broker-New Notes received by such Exchanging Dealer and any such Holder using pursuant to the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities Transfer Restricted Notes acquired by such Holder directly from any Issuer for its own account as a result of market- making activities or one of its Affiliatesother trading activities. Accordingly, each Holder participating the Company shall:
(i) include the information substantially in the Registered form set forth in Annex A hereto on the cover of the Exchange Offer shall be required to represent to Registration Statement; the Issuers that, at information set forth in Annex B hereto in the time forepart of the consummation Exchange Offer Registration Statement in a section setting forth details of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired ; the information substantially in the ordinary course form set forth in Annex C hereto in the underwriting or plan of business;distribution section of the Prospectus forming a part of the Exchange Offer Registration Statement; and the information substantially in the form set forth in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer; and
(ii) use its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act during the Exchange Offer Registration Period for delivery by Exchanging Dealers in connection with sales of New Notes received pursuant to the Registered Exchange Offer, as contemplated by Section 4(h) below. The Company shall be deemed not to have used its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective during the requisite period if it voluntarily takes any action that would result in Holders of notes covered thereby not being able to offer and sell such Holder will have no arrangement notes during that period, unless (i) such action is required by applicable law or understanding with any Person to participate (ii) such action is taken by the Company in the distribution good faith and for valid business reasons (not including avoidance of the Securities Company's obligations hereunder), including the acquisition or divestiture of assets, so long as the New Securities within Company promptly thereafter complies with the meaning requirements of the Act; and
(iiiSection 4(k) such Holder is not an Affiliate of the Issuershereof, if applicable.
(f) If In the event that any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities Transfer Restricted Notes constituting any portion of an allotment remaining unsold allotmentafter 30 days following the date hereof, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person party purchasing New Securities Notes registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such SecuritiesTransfer Restricted Notes, a like principal amount of New SecuritiesNotes. The Issuers Company shall use their best efforts seek to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities Notes as for New Securities Notes issued pursuant to the Registered Exchange Offer.
Appears in 2 contracts
Samples: Exchange and Registration Agreement (Focal Communications Corp), Purchase Agreement (Focal Communications Corp)
Registered Exchange Offer. Resales of New Securities by ------------------------------------------------------- Exchanging Dealers; Private Exchange.
(a) The Issuers Except as set forth in Section 3(i) ------------------------------------ below, the Company shall prepare and, not later than 210 60 days following the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day)Closing Date, shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 150 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day)Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate affiliate of any Issuerthe Company within the meaning of the Act, acquires the New Securities in the ordinary course of such Holder’s business, 's business and has no arrangements with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange OfferSecurities) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New SecuritiesYork; and
(viiiv) comply in all material respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities securities so accepted for exchange; and
(iii) cause the Trustee or the New Securities Trustee, as the case may be, promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the in principal amount of to the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges The Purchasers and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer Company acknowledge that, pursuant to participate in a distribution interpretations by the Commission's staff of Section 5 of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Act, and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter absence of an applicable exemption therefrom, each Exchanging Dealer is required to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act deliver a Prospectus in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, a sale of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be Exchanging Dealer pursuant to the Registered Exchange Offer in exchange for Securities acquired for its own account as a result of market-making activities or other trading activities. Accordingly, the Company shall:
(i) include the information set forth in Annex A hereto on the cover of the Exchange Offer Registration Statement, in Annex B hereto in the ordinary course forepart of business;the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, and in Annex C hereto in the underwriting or plan of distribution section of the Prospectus forming a part of the Exchange Offer Registration Statement, and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; and
(ii) such Holder will have no arrangement or understanding use its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act during the Exchange Offer Registration Period for delivery by Exchanging Dealers in connection with any Person to participate in the distribution sales of the Securities or the New Securities within received pursuant to the meaning of the Act; and
(iiiRegistered Exchange Offer, as contemplated by Section 4(h) such Holder is not an Affiliate of the Issuersbelow.
(f) If In the event that any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person party purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their best efforts seek to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 2 contracts
Samples: Registration Agreement (McLeodusa Inc), Registration Agreement (McLeodusa Inc)
Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 210 120 days following the date of the original issuance of the Securities (or if such 210th 120th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 240 days of the date of the original issuance of the Securities (or if such 330th 240th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Exchange Securities (assuming that such Holder is not an Affiliate of any Issuer, acquires the New Exchange Securities in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the New Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Exchange Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act Act, to ensure that it is available for sales of New Exchange Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) if requested by the Commission, prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Exchange Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Exchange Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Exchange Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:
(i) accept for exchange all Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) hereof all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Exchange Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Exchange Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman Xxxxxxxx & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Exchange Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Exchange Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Exchange Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the Issuersany Issuer.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing New Exchange Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Exchange Securities. The Issuers shall use their reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number and ISIN numbers to be assigned for such New Exchange Securities as for New Exchange Securities issued pursuant to the Registered Exchange Offer.
(g) Interest on each Exchange Security shall accrue from the last date on which interest was paid on the Security surrendered in exchange therefor or, if no interest has been paid on such Security, from the date of such Security’s original issue.
Appears in 2 contracts
Samples: Registration Rights Agreement (Crown Holdings Inc), Registration Rights Agreement (Crown Holdings Inc)
Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 210 240 days following the date of the original issuance of the Securities (or if such 210th 240th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 300 days of the date of the original issuance of the Securities (or if such 330th 300th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Issuers, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers shall:
(i) mail or electronically transmit to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:
(i) accept for exchange all Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Issuers or one of its their Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and;
(iii) such Holder is not an Affiliate of the Issuersany Issuer; and
(iv) if such Holder is a Broker-Dealer, that it will receive New Securities for its own account in exchange for Securities that were acquired as a result of market making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such New Securities.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 2 contracts
Samples: Registration Rights Agreement (Rural Metro Corp /De/), Registration Rights Agreement (Rural Metro Corp /De/)
Registered Exchange Offer. (a) The Issuers Company and the Guarantors shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company and the Guarantors shall use their respective reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of the date of the original issuance of the Securities (or if such 330th 180th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) mail or electronically transmit to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 30 Business Days and not more than 30 45 Business Days D ays after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act Act, to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers Company and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers Company and the Guarantors have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's and the Guarantors' information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all material respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) accept for exchange all Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s5(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities, if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Company or one of its Affiliates, (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and such transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its AffiliatesAct. Accordingly, each Holder participating in the Registered Exchange Offer shall be required in writing to represent to the Issuers Company and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and;
(iii) such Holder is not an Affiliate of the IssuersCompany or any of the Guarantors (or if it is, that it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable); and
(iv) if such Holder is a broker-dealer, that it will receive New Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such New Securities.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company and the Guarantors shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities from such Initial Purchaser, in each case if such New Securities have been registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaserhereof, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company and the Guarantors shall use their respective best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 2 contracts
Samples: Registration Rights Agreement (4989294 Canada Inc), Registration Rights Agreement (Cascades Boxboard Group Inc)
Registered Exchange Offer. Resales of New Securities by Exchanging ------------------------------------------------------------------ Dealers; Private Exchange.
(a) The Issuers Except as set forth in Section 3(i) below, the ------------------------- Company shall prepare and, not later than 210 60 days following the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day)Closing Date, shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 150 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day)Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate affiliate of any Issuerthe Company within the meaning of the Act, acquires the New Securities in the ordinary course of such Holder’s business, 's business and has no arrangements with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange OfferSecurities) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New SecuritiesYork; and
(viiiv) comply in all material respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities securities so accepted for exchange; and
(iii) cause the Trustee or the New Securities Trustee, as the case may be, promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the in principal amount of to the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges The Purchasers and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer Company acknowledge that, pursuant to participate in a distribution interpretations by the Commission's staff of Section 5 of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Act, and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter absence of an applicable exemption therefrom, each Exchanging Dealer is required to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act deliver a Prospectus in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, a sale of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be Exchanging Dealer pursuant to the Registered Exchange Offer in exchange for Securities acquired for its own account as a result of market-making activities or other trading activities. Accordingly, the Company shall:
(i) include the information set forth in Annex A hereto on the cover of the Exchange Offer Registration Statement, in Annex B hereto in the ordinary course forepart of business;the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, and in Annex C hereto in the underwriting or plan of distribution section of the Prospectus forming a part of the Exchange Offer Registration Statement, and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; and
(ii) such Holder will have no arrangement or understanding use its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act during the Exchange Offer Registration Period for delivery by Exchanging Dealers in connection with any Person to participate in the distribution sales of the Securities or the New Securities within received pursuant to the meaning of the Act; and
(iiiRegistered Exchange Offer, as contemplated by Section 4(h) such Holder is not an Affiliate of the Issuersbelow.
(f) If In the event that any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person party purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their best efforts seek to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 2 contracts
Samples: Registration Agreement (McLeodusa Inc), Registration Agreement (McLeodusa Inc)
Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 120 days of the date of the original issuance of the Securities (or if such 330th 120th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange OfferOffer and shall use their reasonable best efforts to issue the New Securities within 150 days of the date of original issuance of the Securities (or if such 150th day is not a Business Day, the next succeeding Business Day), it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any IssuerIssuers, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required, required under the Act in order to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) if requested by the Commission, prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. availAvail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. availAvail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) use its reasonable best efforts to cause the New Securities Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder is hereby acknowledges deemed to acknowledge and agrees agree that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. availAvail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. availAvail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-no action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the Issuersany Issuer.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Terra Investment Fund LLC)
Registered Exchange Offer. (a) The Issuers Unless the Registered Exchange Offer would violate applicable law or any applicable interpretation of the Commission, the Company shall prepare and, not later than 210 days following the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day), shall and use their its commercially reasonable best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company and the Guarantors shall use their respective commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 360 days of the Closing Date (the “Exchange Offer Effectiveness Date”). The Company and the Guarantors shall use their respective commercially reasonable best efforts to cause the exchange of the Securities no later than 30 Business Days after the effective date of the original issuance of Exchange Offer Registration Statement (the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day“Exchange Offer Completion Date”).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is (i) not an Affiliate of any Issuerthe Company, (ii) acquires the New Securities in the ordinary course of such Holder’s business, (iii) has no arrangements with any Person person to participate in the distribution of the New Securities and Securities, (iv) is not the Initial Purchaser holding the Securities that have the status of an unsold allotment remaining from the initial distribution of the Securities, and (v) is not otherwise prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their respective commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act Act, to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York CityOffer, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers Company and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991), as interpreted by Shearman & Sterling LLP (dated July 2, 1993); and (B) including a representation that the Issuers Company and the Guarantors have not entered into any arrangement or understanding with any Person person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the IssuersCompany’s and the Guarantors’ information and beliefbelief without independent investigation, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange; provided that, in the case of any Securities held in global form by a depository, authentication and delivery to such depository of one or more replacement Securities in global form in an equivalent principal amount thereto for the account of such Holders in accordance with the Indenture shall satisfy such authentication and delivery requirement.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could can not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K or any successor provisions under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company, the Guarantors or one of its their Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company and the Guarantors in writing (which may be contained in the applicable letter of transmittal) that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and;
(iii) such Holder is not an Affiliate of the IssuersCompany; and
(iv) if such Holder is an Exchanging Dealer, then such Holder will comply with the applicable provisions of the Act (including, but not limited to, the Prospectus delivery requirement thereunder) in connection with a sale of any Securities received by such Holder pursuant to the Registered Exchange Offer.
(f) If any the Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such the Initial Purchaser, the Issuers Company and the Guarantors shall issue and deliver to such the Initial Purchaser or the Person person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such the Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company and the Guarantors shall use their respective commercially reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer. In the event that, following the initial filing with the Commission of an Exchange Offer Registration Statement pursuant to Section 2(a) hereof, the Initial Purchaser notifies the Company in writing that it continues to hold all of the Securities sold in the Initial Placement, then the Company’s obligations under Section 2 hereof shall terminate and the Company’s sole obligation under this Agreement shall be to effect a Shelf Registration Statement in accordance with Section 3 hereof.
(g) The Company and the Guarantors shall ensure that the Exchange Offer Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Exchange Offer Registration Statement or such amendment or supplement, (A) comply in all material respects with the applicable requirements of the Act; and (B) do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading (it being understood that the Company and the Guarantors shall not be responsible for any information provided by or on behalf of Holders).
Appears in 1 contract
Samples: Registration Rights Agreement (University Club, Inc. (FL))
Registered Exchange Offer. (a) The Unless due to any change in law or applicable interpretations thereof by the Commission’s staff, the Co-Issuers determine upon advice of their outside counsel that they are not permitted to effect the Registered Exchange Offer as contemplated by this Section 2, the Co-Issuers shall prepare and, and not later than 210 days the earlier to occur of (i) the 30th day following the filing date of Dollarama Group L.P.’s annual report on Form 10-K for the original issuance of fiscal year ended January 31, 2007 and (ii) 180 days from the Securities (or if such 210th day is not a Business DayIssue Date, the next succeeding Business Day), shall use their best efforts to and file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Co-Issuers shall use their respective reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act within 330 not later than 120 days of following the filing date of the original issuance Exchange Offer Registration Statement. The Co-Issuers shall use their respective reasonable best efforts to cause the exchange of the Securities (or if such 330th day is not a Business Day, Notes no later than 40 days after the next succeeding Business Day)effective date of the Exchange Offer Registration Statement.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Co-Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Notes for New Securities Notes (assuming that such Holder is (i) not an Affiliate of any Issuerthe Co-Issuers, (ii) acquires the New Securities Notes in the ordinary course of such Holder’s business, (iii) has no arrangements or understandings with any Person person to participate in the distribution of the New Securities and Notes, (iv) is not an Initial Purchaser holding the Notes that have the status of an unsold allotment remaining from an initial distribution of the Notes and (v) is not otherwise prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States, provided, that Broker-Dealers receiving New Notes in the Registered Exchange Offer will have a prospectus delivery requirement with respect to resales of such New Notes. Notwithstanding anything contained herein, the Co-Issuers shall not be required to make a Registered Exchange Offer in any province or territory of Canada or to accept Notes surrendered by residents of Canada in the Registered Exchange Offer unless the distribution of New Notes pursuant to such offer can be effected pursuant to exemptions from the registration and prospectus requirements of the applicable securities laws of such province or territory and, as a condition to the sale of their Notes pursuant to a Registered Exchange Offer, such Holders of Notes in Canada will be required to make certain representations to the Co-Issuers, including a representation that they are entitled under the applicable securities laws of such province or territory to acquire the New Notes without the benefit of a prospectus qualified under such securities laws. In connection with any such distribution of New Notes in Canada, the Co-Issuers agree to make, on a timely basis, all filings reasonably required to be made with Canadian securities regulators with respect to such distribution of New Notes, including, without limitation, any required reports of the trades, and to pay all filings or other fees applicable in connection therewith.
(c) In connection with the Registered Exchange Offer, the Co-Issuers shall:
(i) mail mail, or cause to be mailed, to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents, and in the case of Holders in Canada, any “wrapped” version thereof used in connection with the private placement of the New Notes;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Securities Act, supplemented and amended as required, required under the Act Securities Act, to ensure that it is available for sales of New Securities Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee Depository Trust Company, the Trustee, or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities Notes at any time prior to the close of business5:00 p.m., New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Co-Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991), as interpreted by Shearman & Sterling (dated July 2, 1993); and (B) including a representation that the Co-Issuers have not entered into any arrangement or understanding with any Person person to distribute the New Securities Notes to be received in the Registered Exchange Offer and that, to the best of the Co-Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities Notes in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New SecuritiesNotes; and
(vii) comply in all respects with all laws applicable lawsto the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Co-Issuers shall:
(i) accept for exchange all Securities Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities Notes so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities Notes a principal amount of New Securities Notes equal to the principal amount of the Securities Notes of such Holder so accepted for exchange; provided that, in the case of any Notes held in global form by a depository, authentication and delivery to such depository of one or more replacement Notes in global form in an equivalent principal amount thereto for the account of such Holders in accordance with the Indenture shall satisfy such authentication and delivery requirement.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities Notes (x) could can not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction and transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K or any successor provisions under the Securities Act if the resales are of New Securities Notes obtained by such Holder in exchange for Securities Notes acquired by such Holder directly from any Issuer the Co-Issuers or one of its their respective Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Co-Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities Notes received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the distribution of the Securities Notes or the New Securities Notes within the meaning of the Securities Act; and;
(iii) such Holder is not an Affiliate of the Co-Issuers; and
(iv) if such Holder is an Exchanging Dealer, then such Holder will deliver a Prospectus in connection with a sale of any Notes received by such Holder pursuant to the Registered Exchange Offer.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities Notes constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Co-Issuers shall issue and deliver to such Initial Purchaser or the Person person purchasing New Securities Notes registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such SecuritiesNotes, a like principal amount of New SecuritiesNotes. The Co-Issuers shall use their respective reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities Notes as for New Securities Notes issued pursuant to the Registered Exchange Offer.
(g) The Co-Issuers shall ensure that the Exchange Offer Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of the Exchange Offer Registration Statement or such amendment or supplement, (A) comply in all material respects with the applicable requirements of the Securities Act; and (B) the Exchange Offer Registration Statement and the related Prospectus and any amendment or supplement thereto do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading (it being understood that the Co-Issuers shall not be responsible for any information provided by or on behalf of Holders).
Appears in 1 contract
Samples: Registration Rights Agreement (Dollarama Group Holdings CORP)
Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 210 days of the date of the original issuance of the Securities (or if such 330th 210th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Exchange Securities (assuming that such Holder is not an Affiliate of any Issuer, acquires the New Exchange Securities in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the New Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Exchange Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act Act, to ensure that it is available for sales of New Exchange Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) if requested by the Commission, prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Exchange Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Exchange Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Exchange Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:
(i) accept for exchange all Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) hereof all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Exchange Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Exchange Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Exchange Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Exchange Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Exchange Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the Issuersany Issuer.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing New Exchange Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Exchange Securities. The Issuers shall use their reasonable best efforts to cause the CUSIP Service Bureau same CUSIP, ISIN and Common Code numbers to issue the same CUSIP number be assigned for such New Exchange Securities as for New Exchange Securities issued pursuant to the Registered Exchange Offer.
(g) Interest on each Exchange Security shall accrue from the last date on which interest was paid on the Security surrendered in exchange therefor or, if no interest has been paid on such Security, from the date of such Security’s original issue.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 120 days following the date of the original issuance of the Securities (or if such 120th day is not a Business Day, the next succeeding Business Day, such day being a "Filing Deadline"), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall cause the Exchange Offer Registration Statement to become effective under the Act within 180 days of the date of the original issuance of the Securities (or if such 180th day is not a Business Day, the next succeeding Business Day, such day being an "Effectiveness Deadline"). To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the Commission, the Company shall use its best efforts to consummate the Registered Exchange Offer within 210 days following of the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with such day being the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day"Consummation Deadline").
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York CityYork, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange OfferOffer in accordance with the terms of the Exchange Offer Registration Statement;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges Holder, by its purchase and agrees acceptance of the Securities held by it, shall be deemed to have acknowledged and agreed that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the staff of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s staff's letter to Shearman & Sterling dated July 2, 1993 1993, and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers shall prepare ------------------------- and, not later than 210 60 days following the date of the original issuance of the Securities (or if such 210th 60th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their respective reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 150 days of the date of the original issuance of the Securities (or if such 330th 150th day is not a Business Day, the next succeeding Business Day).
(b) Upon As promptly as practicable following the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange OfferOffer and shall use their respective reasonable best efforts to issue the Exchange Securities within 180 days of the date of original issuance of the Securities (or if such 180th day is not a Business Day, the next succeeding Business Day), it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Exchange Securities (assuming that such Holder is not an Affiliate of any Issuer, acquires the New Exchange Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Exchange Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act Act, to ensure that it is available for sales of New Exchange Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) if requested by the Commission, prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, ---------------------------------- 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and --------------------------- (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Exchange Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ ' information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Exchange Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Exchange Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Exchange Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Exchange Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, --------------------------- 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as ---------------------------------- interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Exchange Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Exchange Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Exchange Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the Issuersany Issuer.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing New Exchange Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Exchange Securities. The Issuers shall use their respective reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Exchange Securities as for New Exchange Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Company and the Guarantors shall prepare and, not later than 210 270 days following after the date Issue Date in the case of the original issuance Dollar Notes and not later than 270 days after the Original Issue Date in the case of the Securities Sterling Notes (or or, in each case, if such 210th 270th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company and the Guarantors shall use their best respective commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 365 days of the date Issue Date in the case of the original issuance Dollar Notes and within 365 days of the Securities Original Issue Date in the case of the Sterling Notes (or or, in each case, if such 330th 365th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their best respective commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s5(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and such transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany (or if it is, that it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable).
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Amc Entertainment Holdings, Inc.)
Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 210 120 --------------------------- days following the date of the original issuance of the Securities (or if such 210th 120th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 150 days of the date of the original issuance of the Securities (or if such 330th 150th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Issuers, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers shall, or shall cause the Trustee to:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act Act, to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. ----------------------------------- avail. May 13, 1988), ) and Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (pub. avail. June 5Xxxx 0, 19910000); and (B) including a --------------------------- representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ ' information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all material respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Morgan ------- Stanley and Co., Inc. (pub. avail. June 5, 19910000) and xnd Exxon Capital Holdings Corporation (pub. avail. May 13, --------------------- ------------------------------------ 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar nosixxxxx xo-action lettersaxxxxx xxtters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and unless such transaction is exempt from such requirements. Absent such exemption, any secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Issuers or one of its their Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the Issuers or, if it is an Affiliate of the Issuers, such Holder will comply with the registration and prospectus delivery requirements of the Act, to the extent applicable. In addition, each Holder participating in the Registered Exchange Offer shall be required to make such additional representations as may be reasonably necessary, under applicable Commission rules, regulations and interpretations, to (x) permit the Issuers' use of Form S-4 (or another appropriate form under the Act) for registration of the Registered Exchange Offer or (y) have the Exchange Offer Registration Statement declared effective.
(f) If any the Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such the Initial Purchaser, the Issuers shall issue and deliver to such the Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such the Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. Resales of Exchange Notes by ------------------------------------------------------- Participating Broker-Dealers; Private Exchange.
(a) The Issuers shall prepare ---------------------------------------------- and, not later than 210 75 days following from the date of the original issuance of the Securities Issue Date (or or, if such 210th 75th day is not a Business Day, by the next succeeding first Business DayDay thereafter), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange OfferOffer (the date of such filing hereinafter referred to as the "Filing Date"). The Issuers shall use their best efforts (i) to cause the Exchange Offer Registration Statement to become be declared effective under the Act within 330 150 days of from the date of the original issuance of the Securities Issue Date (or or, if such 330th 150th day is not a Business Day, by the next succeeding first Business Day thereafter), and (ii) to Consummate the Registered Exchange Offer within 30 Business Days from the date the Exchange Offer Registration Statement becomes effective (or, if such 30th day is not a Business Day, by the first Business Day thereafter).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange Offer, it being the The objective of such Registered Exchange Offer is to enable each Holder electing to exchange Securities Transfer Restricted Notes for New Securities Exchange Notes (assuming that such Holder (x) is not an Affiliate "affiliate" of any Issuerthe Issuers within the meaning of the Act, (y) is not a broker-dealer that acquired the Transfer Restricted Notes in a transaction other than as a part of its market-making or other trading activities and (z) if such Holder is not a broker-dealer, acquires the New Securities Exchange Notes in the ordinary course of such Holder’s Xxxxxx's business, is not participating in the distribution of the Exchange Notes and has no arrangements or understandings with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange OfferNotes) to trade resell such New Securities Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for acceptance for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law)Holders;
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New SecuritiesYork; and
(viiiv) comply in all material respects with all applicable lawslaws relating to the Registered Exchange Offer.
(d) The Issuers may suspend the use of the Prospectus for a period not to exceed 30 days in any six month period or an aggregate of 45 days in any twelve-month period for valid business reasons, to be determined by the Issuers in their sole reasonable judgment (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or divestiture of assets, public filings with the Commission, pending corporate developments and similar events; provided that the Issuers promptly thereafter comply with the -------- requirements of Section 5(k) hereof, if applicable.
(e) As soon as practicable after the close Consummation of the Registered Exchange Offer, the Issuers shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) shall cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a Exchange Notes equal in principal amount of New Securities equal to the principal amount of the Securities Transfer Restricted Notes of such Holder so accepted for exchange.
(ef) Each Holder hereby acknowledges The Initial Purchasers and agrees that the Issuers acknowledge that, pursuant to interpretations by the staff of the Commission of Section 5 of the Act, and in the absence of an applicable exemption therefrom, each Participating Broker- Dealer is required to deliver a Prospectus in connection with a sale of any Exchange Notes received by such Participating Broker-Dealer and any such Holder using pursuant to the Registered Exchange Offer to participate in exchange for Transfer Restricted Notes acquired for its own account as a distribution result of market-making activities or other trading activities. Accordingly, the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Issuers will allow Participating Broker-Dealers and Co.other persons, Inc. (pub. avail. June 5if any, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and with similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of to use the Act Prospectus contained in the Exchange Offer Registration Statement in connection with any secondary the resale transaction of Exchange Notes and must be covered by an effective registration statement containing shall:
(i) include the selling security holder information required by Item 507 or 508set forth in Annex A hereto on the cover of the Prospectus forming a part of the Exchange Offer Registration Statement, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating Annex B hereto in the Registered forepart of the Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation Registration Statement in a section setting forth details of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired , in Annex C hereto in the ordinary course underwriting or plan of business;distribution section of the Prospectus forming a part of the Exchange Offer Registration Statement, and in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer; and
(ii) such Holder will have no arrangement or understanding with any Person use their best efforts to participate in keep the distribution Exchange Offer Registration Statement continuously effective (subject to Section 2(d)) under the Act during the Exchange Offer Registration Period for delivery of the Securities or Prospectus included therein by Participating Broker-Dealers in connection with sales of Exchange Notes received pursuant to the New Securities within the meaning of the Act; and
(iiiRegistered Exchange Offer, as contemplated by Section 5(h) such Holder is not an Affiliate of the Issuersbelow.
(fg) If any In the event that (i) either Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities Transfer Restricted Notes constituting any portion of an unsold allotmentallotment or (ii) any Holder delivers to the issuers the notice described in clause (iv) of Section 3(a), upon the effectiveness of the Shelf Registration Statement as contemplated by Section 3 hereof and at the request of such Initial PurchaserPurchaser or such Holder, as the case may be, the Issuers shall issue and deliver to such Initial Purchaser or such Holder, as the Person case may be, or to the party purchasing New Securities Transfer Restricted Notes registered under a the Shelf Registration Statement as contemplated by Section 3 hereof from such Initial PurchaserPurchaser or such Holder, as the case may be, in exchange for such SecuritiesTransfer Restricted Notes, a like principal amount of New SecuritiesExchange Notes to the extent permitted by applicable law. The Issuers shall use their reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities Exchange Notes as for New Securities Exchange Notes issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Petro Holdings Financial Corp)
Registered Exchange Offer. (a) The Issuers shall prepare andCompany shall, not later than 210 days following the date of the original issuance of the Securities Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to prepare and file with the Commission the Exchange Offer Registration Statement Statement, in connection with respect to the Registered Exchange Offer. The Issuers Company shall use their best its reasonable commercial efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 270 days of the date of the original issuance of the Securities (or if such 330th 270th day is not a Business Day, the next succeeding Business Day) following the Issue Date. The Exchange Offer Registration Statement will not be deemed to have become effective unless it has been declared effective by the Commission.
(b) Unless the Exchange Offer would not be permitted by applicable law or Commission policy, upon the effectiveness of the Exchange Offer Registration Statement, the Company shall promptly commence the Registered Exchange Offer, and use all reasonable commercial efforts to issue, on or prior to 300 days following the Issue Date (or if such 300th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the , or longer, if required by federal securities laws, Exchange Offer Registration Statement, the Issuers shall promptly commence Notes in exchange for all Notes tendered for exchange in the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Notes for New Securities Exchange Notes (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities Exchange Notes in the ordinary course of such Holder’s business, is not engaged in and does not intend to engage in and has no arrangements or understandings with any Person to participate in the distribution of the New Securities Exchange Notes, is not a broker-dealer tendering Notes directly acquired from the Company for its own account and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the state securities or “blue sky” laws of a substantial proportion of the several states of the United Statessky laws.
(c) In connection with each of the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder of the Notes, a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an any appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days days after the date notice thereof is mailed to the Holders of Notes (or, in each case, or longer if required by applicable law);
(iii) if the Company receives notice from an Exchanging Dealer that such Exchanging Dealer holds Notes acquired for the account of such Exchanging Dealer as a result of market making or other trading activities, use their best respective reasonable commercial efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act to ensure that it is available for sales of New Securities Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the each Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit applicable Holders to withdraw tendered Securities Notes at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is openopen by sending to the entity specified in the applicable Prospectus, a facsimile or letter setting forth the name of such Holder, the principal amount of the Notes, delivered for exchange and a statement that such Holder is withdrawing such Holder’s election to have such Notes exchanged;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the such Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities Exchange Notes to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities Exchange Notes in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New SecuritiesExchange Notes; and
(vii) comply in all respects with all applicable lawslaws relating to each Registered Exchange Offer.
(d) As soon as reasonably practicable after the close of the any Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities Notes, duly tendered and not validly withdrawn pursuant to the Registered Exchange OfferOffer in accordance with the terms of the Exchange Offer Registration Statement and letter of transmittal, which shall be an exhibit thereto;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s4(r) hereof all Securities Notes so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities Notes a principal amount of New Securities Exchange Notes equal to the principal amount of the Securities Notes of such Holder so accepted for exchange.
(e) Each Holder hereby Holder, by tendering Notes in exchange for Exchange Notes, acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item Items 507 or 508and 508 of Regulation S-K, as applicable, of Regulation S-K under the Act if the resales are of New Securities Exchange Notes obtained by such Holder in exchange for Securities Notes acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each applicable Holder participating in the a Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the such Registered Exchange Offer:
(i) any New Securities Exchange Notes received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities Notes or the New Securities Exchange Notes within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities Notes constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities Exchange Notes registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such SecuritiesNotes, a like principal amount of New SecuritiesExchange Notes. The Issuers Company shall use their best its reasonable commercial efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities Exchange Notes as for New Securities Exchange Notes issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Company shall prepare and, ------------------------- not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day)Securities, shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day)Securities.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period; provided that if any Initial Purchaser holds -------- Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company) after the expiration of the Exchange Offer Registration Period, that Initial Purchaser shall have the right, for 90 days immediately following the expiration of the Exchange Offer Registration Period, to request the Company to prepare a prospectus for use by that Initial Purchaser for sales of New Securities, and the Company shall use its reasonable best efforts to prepare that prospectus for such use;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, if requested or required by the Commission, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May ---------------------------------- 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); --------------------------- and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation cancelation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx -------------- and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation ------------ ---------------------------------- (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman Xxxxxxxx & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number numbers for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 150 days of the date of the original issuance of the Securities (or if such 330th 150th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988)) and, and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and such transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany (or if it is, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable).
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Amc Entertainment Inc)
Registered Exchange Offer. (a) The Issuers Company and the Guarantors shall prepare prepare, at their cost, and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company and the Guarantors shall use their respective best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 not later than 180 days of following the date of the original issuance of the Securities (or if such 330th 180th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) and to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days business days and not more than 30 Business Days 45 days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their respective best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers or the Initial Purchaser during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration StatementStatement to the extent required by the Commission, provide a supplemental letter to the Commission (A) stating that the Issuers Company and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers Company and the Guarantors have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ their information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all material respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) accept for exchange all Securities Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s5(s) all Securities Notes so accepted for exchange; and
(iii) cause the Trustee or New Securities Trustee, as the case may be, promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities Notes equal to the principal amount of the Securities Notes of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act Act, if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and;
(iii) such Holder is not an Affiliate of the IssuersCompany or any of the Guarantors or if it is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable;
(iv) if such Holder is not a Broker-Dealer, that it is not engaged in, and does not intend to engage in, the distribution of the New Securities; and
(v) if such Holder is a Broker-Dealer, that it will receive New Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such New Securities.
(f) If any the Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such the Initial Purchaser, the Issuers Company and the Guarantors shall issue and deliver to such the Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such the Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company and the Guarantors shall use their best respective reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Technical Olympic Usa Inc)
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 120 days following the date of the original issuance of the Securities (or if such 120th day is not a Business Day, the next succeeding Business Day, such day being a “Filing Deadline”), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall cause the Exchange Offer Registration Statement to become effective under the Act within 180 days of the date of the original issuance of the Securities (or if such 180th day is not a Business Day, the next succeeding Business Day, such day being an “Effectiveness Deadline”). To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the Commission, the Company shall use its best efforts to consummate the Registered Exchange Offer within 210 days following of the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with such day being the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day“Consummation Deadline”).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York CityYork, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange OfferOffer in accordance with the terms of the Exchange Offer Registration Statement;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges Holder, by its purchase and agrees acceptance of the Securities held by it, shall be deemed to have acknowledged and agreed that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 1993, and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities Settlement Date (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange OfferNew Notes. The Issuers Company shall use their best commercially reasonable efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Securities Act within 330 180 days of the date of the original issuance of the Securities Settlement Date (or if such 330th 180th day is not a Business Day, the next succeeding Business Day); and (ii) consummate the Registered Exchange Offer within 225 days of the Settlement Date (or if such 225th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, in any event no later than the 10 Business Days after effectiveness of the Exchange Offer Registration Statement, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities New Notes for New Securities Exchange Notes (assuming provided that such Holder is not an Affiliate of any Issuerthe Company, acquires is acquiring the New Securities Exchange Notes in the ordinary course of such Holder’s 's business, has no arrangements with any Person person to participate in the distribution of the New Securities Exchange Notes and is not prohibited by any law law, rule or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the state securities or “blue sky” laws of a substantial proportion of the several states of the United Stateslaws.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to within 10 Business Days after the Exchange Offer Registration Statement is declared effective, notify each Holder of the commencement of the Registered Exchange Offer by mailing a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days (not including any Business Days during such period on which the effectiveness of the Exchange Offer Registration Statement is suspended pursuant to Section 4(c)) after the date the foregoing notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law) (the "Expiration Date");
(iii) use their best commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Securities Act, supplemented and amended as required, required under the Securities Act to ensure that it is available for sales resales of New Securities Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trusteeits Affiliate;
(v) permit Holders to withdraw tendered Securities New Notes at any time prior to the close of business, [4:30] P.M. (New York time, ) on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); ) ax xxxxrxxxxxx in the Commission's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person person to distribute the New Securities Exchange Notes to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities Exchange Notes in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New SecuritiesExchange Notes; and
(vii) comply in all material respects with all applicable laws.
(d) As soon as practicable after following the close of the Registered Exchange OfferExpiration Date, the Issuers Company shall:
(i) accept for exchange all Securities New Notes validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s4(t) hereof all Securities New Notes so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities Exchange Notes equal to the principal amount of the Securities of New Notes validly tendered by such Holder and so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that each Exchanging Dealer and any other Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation Capixxx Xxlxxxxx Xorporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; , and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction transaction, and any secondary resale transactions by such Broker-Dealer or Exchanging Dealer must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of the Commission's Regulation S-K under the Act if the resales are of New Securities such resale transactions involve Exchange Notes obtained by such Holder in exchange for Securities New Notes acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation delivery of the Registered Exchange OfferNotes pursuant to Section 2(d)(iii) above:
(i) any New Securities Exchange Notes received by such Holder will be acquired in the ordinary course of such Holder's business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the a distribution of the Securities New Notes or the New Securities Exchange Notes within the meaning of the Securities Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Service Corporation International)
Registered Exchange Offer. (a) The Issuers Company and the Guarantor shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities Notes (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act within 330 180 days of the date of the original issuance of the Securities Notes (or if such 330th 180th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantor shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Notes for New Securities Notes (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities Notes in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities Notes and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Guarantor shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law) (the "Expiration Date");
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Securities Act, supplemented and amended as required, under the Securities Act to ensure that it is available for sales of New Securities Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Notes Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities Notes at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers Company and the Guarantor, are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co.XXXXXX XXXXXXX AND CO., Inc. INC. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers Company and the Guarantor have not entered into any arrangement or understanding with any Person to distribute the New Securities Notes to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's and the Guarantor's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities Notes in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New SecuritiesNotes; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and the Guarantor shall:
(i) accept for exchange all Securities Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities Notes so accepted for exchange; and
(iii) cause the New Notes Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities Notes a principal amount of New Securities Notes equal to the principal amount of the Securities Notes of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co.XXXXXX XXXXXXX AND CO., Inc. INC. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction and (z) that secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security note holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Securities Act if the resales are of New Securities Notes obtained by such Holder in exchange for Securities Notes acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company and the Guarantor that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities Notes received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities Notes or the New Securities Notes within the meaning of the Securities Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities Notes constituting any portion of an unsold allotment, at the request of such Initial PurchaserPurchaser within 20 days after the consummation of the Exchange Offer, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities Notes registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such SecuritiesNotes, a like principal amount of New SecuritiesNotes. The Issuers Company and the Guarantor shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities Notes as for New Securities Notes issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Harrahs Entertainment Inc)
Registered Exchange Offer. (a) The Issuers shall prepare and, To the extent not later than 210 days following the date prohibited by any applicable law or applicable interpretation of the original issuance staff of the Securities (or if such 210th day is not a Business DaySEC, the next succeeding Business Day), Company shall use their best efforts to as promptly as practicable prepare and file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day)Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and use its best efforts to keep the Registered Exchange Offer open for not more than 30 40 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities (in accordance with the procedures set forth in the Exchange Offer Registration Statement) at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New Securities; and
(vii) comply in all material respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver or cause to be delivered to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Broker- Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities to be received by such Holder will be acquired in the ordinary course of business;
(ii) at the time of the consummation of the Registered Exchange Offer, such Holder will have no arrangement or understanding with any Person person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany; and to make such other representations as may be necessary under applicable SEC rules, regulations or interpretations to render the use of the Form F-4 or other appropriate form under the Act available.
(f) If in the reasonable opinion of any Initial Purchaser, such Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Janus shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities Settlement Date (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Janus shall use their its reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 330 150 days of the date of the original issuance of the Securities Settlement Date (or if such 330th 150th day is not a Business Day, the next succeeding Business Day); and (ii) consummate the Registered Exchange Offer within 180 days of the Settlement Date (or if such 180th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Janus shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities New Notes for New Securities Exchange Notes (assuming provided that such Holder is not an Affiliate of any IssuerJanus, acquires the New Securities Exchange Notes in the ordinary course of such Holder’s 's business, has no arrangements with any Person person to participate in the distribution of the New Securities Exchange Notes and is not prohibited by any law law, rule or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Janus shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law) (the "Expiration Date");
(iii) use their its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act to ensure that it is available for sales of New Securities Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trusteethereof;
(v) permit Holders to withdraw tendered Securities New Notes at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) if requested by the Commission or then required under applicable interpretations of the Commission's staff, prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Janus is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); , and (B) including a representation that the Issuers have Janus has not entered into any arrangement or understanding with any Person person to distribute the New Securities Exchange Notes to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Janus' information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities Exchange Notes in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New SecuritiesExchange Notes; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Janus shall:
(i) accept for exchange all Securities New Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s4(t) all Securities New Notes so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities New Notes a principal amount of New Securities Exchange Notes equal to the principal amount of the Securities New Notes of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities Exchange Notes obtained by such Holder in exchange for Securities New Notes acquired by such Holder directly from any Issuer Janus or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Janus that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities Exchange Notes received by such Holder will be acquired in the ordinary course of such Holder's business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the distribution of the Securities New Notes or the New Securities Exchange Notes within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersJanus.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Janus Capital Group Inc)
Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 210 days following Company and the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day), Guarantors shall use their respective reasonable best efforts to prepare and file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange OfferOffer within 150 days after the Closing Date (or, if such 150th day is not a Business Day, the next succeeding Business Day). The Issuers Company and the Guarantors shall use their respective reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 270 days of after the date of the original issuance of the Securities Closing Date (or or, if such 330th 270th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities Exchange Notes (assuming that such Holder is not an Affiliate of the Company or any IssuerGuarantor, acquires the New Securities Exchange Notes in the ordinary course of such Holder’s business, has no arrangements with any Person person to participate in the distribution of the New Securities Exchange Notes and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United StatesAct.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) mail or cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act Act, to ensure that it is available for sales of New Securities Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York CityOffer, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, if requested by the staff of the Commission, provide a supplemental letter to the Commission (A) stating that the Issuers Company and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers Company and the Guarantors have not entered into any arrangement or understanding with any Person person to distribute the New Securities Exchange Notes to be received in the Registered Exchange Offer and that, to the best of the IssuersCompany’s and the Guarantors’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities Exchange Notes in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New SecuritiesExchange Notes; and
(vii) comply in all material respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) accept for exchange all Securities properly tendered and not validly withdrawn pursuant to the Registered Exchange OfferOffer on or prior to its expiration;
(ii) deliver or cause to be delivered to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s4(r) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities Exchange Notes equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities Exchange Notes obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company, the Guarantors or one of its their respective Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities Exchange Notes received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the distribution of the Securities or the New Securities Exchange Notes within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany or any of the Guarantors.
(f) If any Initial Purchaser determines that it is not eligible to participate prohibited by law or Commission policy from participating in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company and the Guarantors shall issue and deliver to such Initial Purchaser or the Person person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange OfferNotes.
Appears in 1 contract
Samples: Registration Rights Agreement (Leap Wireless International Inc)
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 90 days following the date of the original issuance of the Securities (or if such 90th day is not a Business Day, the next succeeding Business Day, such day being a “Filing Deadline”), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall cause the Exchange Offer Registration Statement to become effective under the Act within 180 days of the date of the original issuance of the Securities (or if such 180th day is not a Business Day, the next succeeding Business Day, such day being an “Effectiveness Deadline”). To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the Commission, the Company shall use its best efforts to consummate the Registered Exchange Offer within 210 days following of the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with such day being the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day“Consummation Deadline”).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements or understandings with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York CityYork, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange OfferOffer in accordance with the terms of the Exchange Offer Registration Statement;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges Holder, by its purchase and agrees acceptance of the Securities held by it, shall be deemed to have acknowledged and agreed that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 1993, and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Public Service Co of Colorado)
Registered Exchange Offer. (a) The Issuers Issuer and the Company shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day)Closing Date, shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Issuer and the Company shall use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 240 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day)Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Issuer and the Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Issuer and the Company shall:
(i) mail or cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers Issuer and the Company are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers Issuer and the Company have not entered into any arrangement or understanding with any Person person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ their information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Issuer and the Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s4(r) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Issuer, the Company or one of its their Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Issuer that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersIssuer or the Company.
(f) If any Initial Purchaser fails to make such representations or determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Issuer and the Company shall issue and deliver to such Initial Purchaser or the Person person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Issuer and the Company shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities Notes (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement (which may be on Form F-10, if available) with respect to the Registered Exchange Offer. The Issuers Company shall use their best its commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of the date of the original issuance of the Securities Notes (or if such 330th 180th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Notes for New Securities Exchange Notes (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities Exchange Notes in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities Exchange Notes and is not prohibited by any law or policy of the Commission Commission, or under applicable Canadian securities laws, from participating in the Registered Exchange Offer) to trade such New Securities Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States, it being understood that, in order to participate in the Registered Exchange Offer, Canadian-resident Holders will be required to be eligible to participate in the Registered Exchange Offer pursuant to applicable prospectus exemptions under Canadian provincial securities laws that do not require the delivery of a specified form of offering document.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their best its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act Act, to ensure that it is available for sales of New Securities Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the Exchange Notes Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities Notes at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities Exchange Notes to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities Exchange Notes in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New SecuritiesExchange Notes; and
(vii) comply in all material respects with all applicable lawslaws relating to the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer, subject to the availability of prospectus exemptions under applicable Canadian provincial securities laws in the case of Canadian-resident Holders;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s5(s) all Securities Notes so accepted for exchange; and
(iii) cause the Trustee or the Exchange Notes Trustee, as the case may be, promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities Notes a principal amount of New Securities Exchange Notes equal to the principal amount of the Securities Notes of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities Exchange Notes, if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Company or one of its Affiliates, (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and such transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its AffiliatesAct. Accordingly, each Holder participating in the Registered Exchange Offer shall be required in writing to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities Exchange Notes received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities Notes or the New Securities Exchange Notes within the meaning of the Act; and;
(iii) such Holder is not an Affiliate of the IssuersCompany (or if it is, that it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable); and
(iv) if such Holder is a Canadian resident, that such Holder is eligible to acquire the Exchange Notes pursuant to an available exemption from the prospectus requirements of the securities laws of such Holder's province of residence.
(fe) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities Notes constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities Exchange Notes registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such SecuritiesNotes, a like principal amount of New SecuritiesExchange Notes. The Issuers Company shall use their best its commercially reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities Exchange Notes as for New Securities Exchange Notes issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Nova Chemicals Corp /New)
Registered Exchange Offer. (a) The Issuers To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the Commission, the Company shall prepare and, not use its best efforts to consummate the Registered Exchange Offer no later than 210 days following the date of the original issuance of the Securities December 8, 2002 (or if such 210th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co.XXXXXX XXXXXXX AND CO., Inc. INC. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co.XXXXXX XXXXXXX AND CO., Inc. INC. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman SHEARMAN & Sterling STERLING dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction transaction; and (z) must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Commonwealth Edison Co)
Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 210 240 days following the date of the original issuance of the Securities (or if such 210th 240th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their respective reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Exchange Securities (assuming that such Holder is not an Affiliate of any Issuerthe Issuers, acquires the New Exchange Securities in the ordinary course of such Holder’s business, is not engaged in and does not intend to engage in and has no arrangements or undertakings with any Person to participate in the distribution of the New Exchange Securities, is not a broker-dealer tendering Securities directly acquired from any Issuer for its own account and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Exchange Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the blue sky or securities or “blue sky” laws of a substantial proportion of the several states States of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) if the Issuers receive notice from an Exchanging Dealer that such Exchanging Dealer holds Securities acquired for the account of such Exchanging Dealer as a result of market making or other trading activities, use their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Exchange Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York Citycity, which may be the Trustee Trustee, or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York City time, on the last Business Day on which the Registered Exchange Offer is openopen by sending to the entity specified in the Prospectus, a facsimile or letter setting forth the name of such Holder, the principal amount of the Securities delivered for exchange and a statement that such Holder is withdrawing such Holder’s election to have such Securities exchanged;
(vi) if requested by the Commission, prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Exchange Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Exchange Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Exchange Securities; and
(vii) comply in all respects with all applicable lawslaws relating to the Registered Exchange Offer.
(d) As soon as reasonably practicable after the close of the Registered Exchange Offer, the Issuers shall:
(i) accept for exchange all Securities duly tendered and not validly withdrawn pursuant to the Registered Exchange OfferOffer in accordance with the terms of the Exchange Offer Registration Statement and letter of transmittal, which shall be an exhibit thereto;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) hereof all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Exchange Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder Holder, by tendering Securities for exchange of Exchange Securities hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Exchange Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item Items 507 or 508and 508 of Regulation S-K, as applicable, of Regulation S-K under the Act if the resales are of New Exchange Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Exchange Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Exchange Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the Issuersany Issuer.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing New Exchange Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Exchange Securities. The Issuers Company shall use their its reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number and ISIN numbers for such New Exchange Securities as for New Exchange Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Company and the Guarantors shall prepare prepare, at their cost, and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company and the Guarantors shall use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 not later than 150 days of following the date of the original issuance of the Securities (or if such 330th 150th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) and to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers or the Initial Purchasers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers Company and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers Company and the Guarantors have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ their information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all material respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) accept for exchange all Securities Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s5(s) all Securities Notes so accepted for exchange; and
(iii) cause the Trustee or New Securities Trustee, as the case may be, promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities Notes equal to the principal amount of the Securities Notes of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and;
(iii) such Holder is not an Affiliate of the IssuersCompany or any of the Guarantors or if it is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable;
(iv) if such Holder is not a Broker-Dealer, that it is not engaged in, and does not intend to engage in, the distribution of the New Securities; and
(v) if such Holder is a Broker-Dealer, that it will receive New Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such New Securities.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company and the Guarantors shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New SecuritiesNotes and Related Guarantees. The Issuers Company and the Guarantors shall use their best reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Technical Olympic Usa Inc)
Registered Exchange Offer. (a) The Issuers Company shall use its reasonable best efforts to prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their its reasonable best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 not later than 180 days of following the date of the original issuance of the Securities (or if such 330th 180th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly as soon as practicable commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Exchange Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Exchange Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Exchange Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States. The Company, the Subsidiary Guarantors, the Holders and each 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, in connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer, to deliver a prospectus containing substantially the information set forth in Section 5(a)(ii) hereof.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 60 days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act Act, to ensure that it is available for sales of New Exchange Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, if requested by the Commission, provide a supplemental letter to the Commission (A) stating that the Issuers Company and the Subsidiary Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that neither the Issuers have not Company nor any Subsidiary Guarantor has entered into any arrangement or understanding with any Person to distribute the New Exchange Securities to be received in the Registered Exchange Offer and that, that neither the Company nor any Subsidiary Guarantor will issue Exchange Securities to the best of the Issuers’ information and belief, each any Holder participating in the Registered Exchange Offer who fails to certify to the Company that such Holder is acquiring the New Exchange Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Exchange Securities; and
(vii) comply in all material respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and the Subsidiary Guarantors shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s5(s) hereof all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Exchange Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Exchange Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Exchange Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Exchange Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder has had and will have no arrangement or understanding with any Person to participate participate, and is not participating, in the distribution of the Securities or the New Exchange Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany or any of the Subsidiary Guarantors (or if it is such an Affiliate, that it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable).
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the written request of such Initial Purchaser, the Issuers Company and the Subsidiary Guarantors shall issue and deliver to such Initial Purchaser or the Person purchasing New Exchange Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Exchange Securities. The Issuers Company shall use their its reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Exchange Securities as for New Exchange Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 210 60 days following the date of the original issuance of the Securities (or if such 210th 60th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its commercially reasonable best efforts to cause the Exchange Offer Registration Statement to become be declared effective under the Act within 330 140 days of the date of the original issuance of the Securities (or if such 330th 140th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 40 days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their its commercially reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act Act, to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trusteeits Affiliate;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, if requested by the Commission, provide a supplemental letter to the Commission (A) stating that the Issuers Company and the Subsidiary Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that neither the Issuers have not Company nor any Subsidiary Guarantor has entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, that neither the Company nor any Subsidiary Guarantor will issue New Securities to the best of the Issuers’ information and belief, each any Holder participating in the Registered Exchange Offer who fails to certify to the Company that such Holder is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and the Subsidiary Guarantors shall:
(i) instruct the Trustee to accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to instruct the Trustee for cancellation to cancel in accordance with the Indenture and pursuant to Section 4(s) hereof all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent in writing to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder has had and will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the Issuers.
Company or any of the Subsidiary Guarantors (f) If any Initial Purchaser determines or if it is such an Affiliate, that it is not eligible to participate in will comply with the Registered Exchange Offer with respect registration and prospectus delivery requirements of the Act to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offerextent applicable).
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 210 days of the date of the original issuance of the Securities (or if such 330th 210th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Exchange Securities (assuming that such Holder is not an Affiliate of any Issuer, acquires the New Exchange Securities in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the New Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Exchange Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act Act, to ensure that it is available for sales of New Exchange Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) if requested by the Commission, prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission Commission
(A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Exchange Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Exchange Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Exchange Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:
(i) accept for exchange all Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) hereof all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Exchange Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Exchange Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Exchange Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Exchange Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Exchange Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the Issuersany Issuer.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing New Exchange Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Exchange Securities. The Issuers shall use their reasonable best efforts to cause the CUSIP Service Bureau same CUSIP, ISIN and Common Code numbers to issue the same CUSIP number be assigned for such New Exchange Securities as for New Exchange Securities issued pursuant to the Registered Exchange Offer.
(g) Interest on each Exchange Security shall accrue from the last date on which interest was paid on the Security surrendered in exchange therefor or, if no interest has been paid on such Security, from the date of such Security’s original issue.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers To the extent not prohibited by any applicable law or applicable interpretations of the Staff of the Commission, the Company shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of the date of the original issuance of the Securities (or if such 330th 180th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United StatesAct.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation incluxxxx x xxxxxxxntation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all material respects with all laws that are applicable lawsto the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities duly and validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s5(s) all Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation Capixxx Xxlxxxxx Xorporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and xxx (yx) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, as a condition to its participation in the Registered Exchange Offer pursuant to the terms of this Agreement, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company, in writing or by electronic message in accordance with the procedures of the depositary, that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and;
(iii) such Holder is not an Affiliate of the IssuersCompany;
(iv) if such Holder is not a Broker-Dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities;
(v) if such Holder is a Broker-Dealer, that it will receive Exchange Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities; and
(vi) such Holder is not acting on behalf of any person who, to its knowledge, coxxx xxt truthfully make the foregoing representations.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Travelers Property Casualty Corp)
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day)Securities, shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day)Securities.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date notice thereof is mailed to the Holders (or, in each case, longer longer, if required by applicable law);
(iii) use their its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period; provided that if any Initial Purchaser holds Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company) after the expiration of the Exchange Offer Registration Period, that Initial Purchaser shall have the right, for 90 days immediately following the expiration of the Exchange Offer Registration Period, to request the Company to prepare a prospectus for use by that Initial Purchaser for sales of New Securities, and the Company shall use its reasonable best efforts to prepare that prospectus for such use;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, if requested or required by the Commission, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable lawslaws and, if the Securities are listed on the Luxembourg Stock Exchange at such time, the requirements of the Luxembourg Stock Exchange.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation cancelation in accordance with the Indenture and pursuant to Section 4(s4(r) all Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number numbers for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 210 60 days following the date of the original issuance of the Securities Assumption Date (or if such 210th 60th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their respective best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 120 days of the date of the original issuance of the Securities Assumption Date (or if such 330th 120th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange OfferOffer and shall keep the Registered Exchange Offer open for not less than 30 days (or longer, if required by applicable law), it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Exchange Securities (assuming that such Holder is not an Affiliate of any Issuer, acquires the New Exchange Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Exchange Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their respective best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act Act, to ensure that it is available for sales of New Exchange Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) if requested by the Commission, prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988)) and XXXXXX XXXXXXX AND CO., and Xxxxxx Xxxxxxx and Co., Inc. INC. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Exchange Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ ' information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Exchange Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Exchange Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) hereof all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Exchange Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Exchange Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co.XXXXXX XXXXXXX AND CO., Inc. INC. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Exchange Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Exchange Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Exchange Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the Issuersany Issuer.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing New Exchange Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Exchange Securities. The Issuers shall use their respective best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Exchange Securities as for New Exchange Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Except to the extent that Section 3(a) below shall apply, the Company shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day)Securities, shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day)Securities.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade transfer such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, if requested or required by the Commission, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable lawslaws relating to the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation cancelation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) issue and cause the New Securities Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman Xxxxxxxx & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Alamosa Holdings Inc)
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 210 (i) file a Registration Statement (the "Exchange Offer Registration Statement") within 90 days following after the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file Issue Date with the Commission the Exchange Offer Registration Statement on an appropriate registration form with respect to a registered offer (the "Registered Exchange Offer. The Issuers ") to exchange any and all of the Registrable Notes for a like aggregate principal amount of notes (the "Exchange Notes") that are identical in all material respects to the Notes (except that the Exchange Notes shall not contain terms with respect to transfer restrictions, Additional Interest upon a Registration Default and registration rights), (ii) use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become be declared effective under the Securities Act within 330 180 days of after the date of the original issuance of the Securities Issue Date and (or if such 330th day is not a Business Day, the next succeeding Business Day).
(biii) Upon as soon as practicable after the effectiveness of the Exchange Offer Registration Statement, offer the Issuers Exchange Notes for Registrable Notes. The Company shall promptly commence keep the Registered Exchange Offer, it being Offer open for not less than 30 Days (or longer if required by applicable law) after the objective date notice of such the Registered Exchange Offer is mailed to enable each Holders. Each Holder electing that participates in the Registered Exchange Offer will be required to exchange Securities for New Securities represent to the Company in writing that at the time of the consummation of the Registered Exchange Offer (assuming that such Holder is not an Affiliate of i) any Issuer, acquires the New Securities Exchange Notes to be received by it will be acquired in the ordinary course of such Holder’s its business, (ii) it has no arrangements arrangement or understanding with any Person to participate in the distribution (within the meaning of the New Securities and Act) of the Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not prohibited an affiliate of the Company, as defined by Rule 405 of the Securities Act, or if it is an affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes, (v) if such Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, it will deliver a Prospectus in connection with any law resale of such Exchange Notes and (vi) such Holder has full power and authority to transfer the Notes in exchange for the Exchange Notes and that the Company will acquire good and unencumbered title thereto free and clear of any liens, restrictions, charges or policy encumbrances and not subject to any adverse claims.
(b) The Company and each Holder acknowledge that the staff of the Commission has taken the position that any broker-dealer that elects to exchange Notes that were acquired by such broker-dealer for its own account as a result of market-making or other trading activities for Exchange Notes in the Registered Exchange Offer (a "Participating Broker-Dealer") may be deemed to be an "underwriter" within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes (other than a resale of an unsold allotment resulting from participating the original offering of the Notes). The Company and each Holder also acknowledge that the staff of the Commission has taken the position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Notes, without naming the Participating Broker-Dealers or specifying the amount of Exchange Notes owned by them, such Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under the Securities Act in connection with resales of Exchange Notes for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act. In light of the foregoing, if requested by a Participating Broker-Dealer (a "Requesting Participating Broker-Dealer"), the Company agrees to keep the Exchange Offer Registration Statement continuously effective for a period not less than 180 days after the date on which the Exchange Registration Statement is declared effective, or such longer period if extended pursuant to the last paragraph of Section 5 hereof (such period, the "Applicable Period"), or such earlier date as all Requesting Participating Broker-Dealers shall have notified the Company in writing that such Requesting Participating Broker-Dealers have resold all Exchange Notes acquired in the Registered Exchange Offer) . The Company shall include a plan of distribution in such Exchange Offer Registration Statement that meets the requirements set forth in the preceding paragraph. For each Note surrendered in the Exchange Offer, the Holder will receive an Exchange Note having a principal amount equal to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion that of the several states surrendered Note. Interest on each Exchange Note issued pursuant to the Exchange Offer will accrue from the last interest payment date on which interest was paid on the Notes surrendered in exchange therefor or, if no interest has been paid on the Notes, from the Issue Date. Upon consummation of the United States.
Registered Exchange Offer in accordance with this Section 2, the Company shall have no further registration obligations other than the Company's continuing registration obligations with respect to (ci) Exchange Notes held by Participating Broker-Dealers and (ii) Notes or Exchange Notes as to which clause (c)(iv) of this Section 2 applies. In connection with the Registered Exchange Offer, the Issuers Company shall:
(i1) mail or cause to be mailed to each Holder entitled to participate in the Registered Exchange Offer a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv2) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the TrusteeYork;
(v3) permit Holders to withdraw tendered Securities Notes at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is shall remain open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii4) otherwise comply in all material respects with all applicable laws.
(d) , rules and regulations. As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i1) accept for exchange all Securities Registrable Notes validly tendered and not validly withdrawn by the Holders pursuant to the Registered Exchange Offer, if any;
(ii2) deliver or cause to be delivered to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities Registrable Notes so accepted for exchange; and
(iii3) cause the Trustee to authenticate and deliver promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each such Holder of Securities a Notes, Exchange Notes equal in principal amount of New Securities equal to the principal amount of the Securities Registrable Notes of such Holder so accepted for exchange.
. The Registered Exchange Offer shall not be subject to any conditions, other than that (ei) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution does not violate applicable law or any applicable interpretation of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position staff of the Commission Commission, (ii) no action or proceeding shall have been instituted or threatened in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in any court or by any governmental agency which might materially impair the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements ability of the Act in connection Company to proceed with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer Offer, and no material adverse development shall be required to represent have occurred in any existing action or proceeding with respect to the Issuers thatCompany and (iii) all governmental approvals shall have been obtained, at which approvals the time of Company deems necessary for the consummation of the Registered Exchange Offer:. The Exchange Notes shall be issued under (i) the Indenture or (ii) an indenture identical in all material respects to the Indenture (in either case, with such changes as are necessary to comply with any requirements of the Commission to effect or maintain the qualification thereof under the TIA) and which, in either case, has been qualified under the TIA and shall provide that the Exchange Notes shall not be subject to the transfer restrictions set forth in the Indenture. The Indenture or such indenture shall provide that the Exchange Notes and the Notes shall vote and consent together on all matters as one class and that none of the Exchange Notes or the Notes will have the right to vote or consent as a separate class on any matter.
(c) In the event that (i) any New Securities received by such Holder will be acquired changes in any applicable law or the ordinary course applicable interpretations of business;
the staff of the Commission do not permit the Company to effect the Registered Exchange Offer, (ii) such Holder will have no arrangement or understanding with for any Person to participate in reason the distribution Registered Exchange Offer is not consummated within 210 days of the Securities or the New Securities within the meaning of the Act; and
Issue Date, (iii) such any Holder is not an Affiliate prohibited by law or the applicable interpretations of the Issuers.
(f) If any Initial Purchaser determines that it is not eligible to participate staff of the Commission from participating in the Registered Exchange Offer with respect or (iv) any Holder may not resell the Exchange Notes acquired by them in the Registered Exchange Offer to the exchange public without delivering a prospectus (each such event referred to in clauses (i) to (iv) of Securities constituting any portion of an unsold allotmentthis sentence, at a "Shelf Filing Event"), then the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under file a Shelf Registration Statement as contemplated by pursuant to Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offerhereof.
Appears in 1 contract
Samples: Registration Rights Agreement (Azteca Holdings Sa De Cv)
Registered Exchange Offer. Resales of Exchange Securities by Exchanging ----------------------------------------------------------------------- Dealers; Private Exchange. -------------------------
(a) The Issuers Company shall prepare and, not later than 210 on or prior to 75 days following the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day)Closing Date, shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its best efforts to cause the Exchange Offer Registration Statement to become effective under the Act on or prior to 120 days after the Closing Date; provided that, if as a result of there being no federal governmental budget for any year following the 1996 fiscal year, the Commission ceases to review registration statements like the Registration Statements in the time within 330 which the Commission normally reviews such registration statements in the ordinary course (a "Commission Delay Period"), then such 120 day period during which the Company must cause the Exchange Offer Registration Statement to become effective shall be extended by the number of days of which the date of Commission Delay Period is comprised. The Company shall use its best efforts to Consummate the original issuance of Registered Exchange Offer on or prior to 160 days after the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day)Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall 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 New Exchange Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company within the meaning of the Act, acquires the New Exchange Securities in the ordinary course of such Holder’s business, 's business and has no arrangements with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange OfferSecurities) to trade such New Exchange Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary or an exchange agent (which, in either case, may be the Agent) for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New SecuritiesYork; and
(viiiv) comply in all material respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Transfer Restricted Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee Agent for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Transfer Restricted Securities so accepted for exchange; and
(iii) cause the Trustee Agent promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Companyor countersign, representing New Securities exchanged for Securities as applicable, and deliver to each Holder of Transfer Restricted Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchangeexchange a like Amount of Exchange Securities.
(e) Each Holder hereby acknowledges The Initial Purchasers and agrees that the Company acknowledge that, pursuant to interpretations by the Commission's staff of Section 5 of the Act, and in the absence of an applicable exemption therefrom, each Exchanging Dealer is required to deliver a Prospectus in connection with a sale of any Broker-Exchange Securities received by such Exchanging Dealer and any such Holder using pursuant to the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Transfer Restricted Securities acquired by such Holder directly from any Issuer for its own account as a result of market-making activities or one of its Affiliatesother trading activities. Accordingly, each Holder participating the Company shall:
(i) include the information set forth in Annex A hereto on the cover of the Exchange Offer Registration Statement, in Annex B hereto in the Registered forepart of the Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation Registration Statement in a section setting forth details of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired , in Annex C hereto in the ordinary course underwriting or plan of business;distribution section of the Prospectus forming a part of the Exchange Offer Registration Statement and in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; and
(ii) such Holder will have no arrangement or understanding use its best efforts to keep the Exchange Offer Registration Statement continuously effective (subject to the existence of a Supplement Delay Period) under the Act during the Exchange Offer Registration Period for delivery by Exchanging Dealers in connection with any Person sales of Exchange Securities received pursuant to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
Registered Exchange Offer, as contemplated by Section 4 (iiig) such Holder is not an Affiliate of the Issuersbelow.
(f) If In the event that any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Transfer Restricted Securities constituting any portion of an unsold allotmentallotment of Securities, at the written request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person party purchasing New Exchange Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Transfer Restricted Securities, a like principal amount Amount of New Exchange Securities. Exchange Securities issued in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Securities which are not registered under a Shelf Registration Statement as contemplated by Section 3 hereof shall bear a legend as to restrictions on transfer. The Issuers Company shall use their best efforts seek to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Exchange Securities as for New Exchange Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. Resales of Exchange Notes by ------------------------------------------------------- Participating Broker-Dealers; Private Exchange.
(a) The Issuers Issuer and the ---------------------------------------------- Subsidiary Guarantors shall prepare and, not later than 210 60 days following from the date of the original issuance of the Securities Issue Date (or or, if such 210th 60th day is not a Business Day, by the next succeeding first Business DayDay thereafter), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange OfferOffer (the date of such filing hereinafter referred to as the "Filing Date"). The Issuers Issuer ----------- and the Subsidiary Guarantors shall use their best efforts (i) to cause the Exchange Offer Registration Statement to become be declared effective under the Act within 330 150 days of from the date of the original issuance of the Securities Issue Date (or or, if such 330th 150th day is not a Business Day, by the next succeeding first Business Day thereafter), and (ii) to Consummate the Registered Exchange Offer within 30 Business Days from the date the Exchange Offer Registration Statement becomes effective (or, if such 30th day is not a Business Day, by the first Business Day thereafter).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange Offer, it being the The objective of such Registered Exchange Offer is to enable each Holder electing to exchange Securities Transfer Restricted Notes for New Securities Exchange Notes (assuming that such Holder (x) is not an Affiliate "affiliate" of any Issuerthe Issuer or the Subsidiary Guarantors within the meaning of the Act, (y) is not a broker-dealer that acquired the Transfer Restricted Notes in a transaction other than as a part of its market-making or other trading activities and (z) if such Holder is not a broker-dealer, acquires the New Securities Exchange Notes in the ordinary course of such Holder’s 's business, is not participating in the distribution of the Exchange Notes and has no arrangements or understandings with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange OfferNotes) to trade resell such New Securities Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Issuer and the Subsidiary Guarantors shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for acceptance for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law)Holders;
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New SecuritiesYork; and
(viiiv) comply in all material respects with all applicable lawslaws relating to the Registered Exchange Offer.
(d) The Issuer and the Subsidiary Guarantors may suspend the use of the Prospectus for a period not to exceed 30 days in any six month period or an aggregate of 60 days in any twelve-month period for valid business reasons, to be determined by the Issuer and the Subsidiary Guarantors in their sole reasonable judgment (not including avoidance of their obligations hereunder), including, without limitation, the acquisition or divestiture of assets, public filings with the Commission, pending corporate developments and similar events; provided that the Issuer and the Subsidiary Guarantors promptly after such -------- suspension period comply with the requirements of Section 5(k) hereof, if applicable.
(e) As soon as practicable after the close Consummation of the Registered Exchange Offer, the Issuers shall:
(i) accept for exchange all Securities tendered Issuer and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) Subsidiary Guarantors shall cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a Exchange Notes equal in principal amount of New Securities equal to the principal amount of the Securities Transfer Restricted Notes of such Holder so accepted for exchange.
(ef) Each Holder hereby acknowledges The Initial Purchasers, the Issuer and agrees that any the Subsidiary Guarantors acknowledge that, pursuant to interpretations by the staff of the Commission of Section 5 of the Act, and in the absence of an applicable exemption therefrom, each Participating Broker-Dealer and is required to deliver a Prospectus in connection with a sale of any Exchange Notes received by such Holder using Participating Broker-Dealer pursuant to the Registered Exchange Offer to participate in exchange for Transfer Restricted Notes acquired for its own account as a distribution result of market-making activities or other trading activities. Accordingly, the New Securities (x) could not under Commission policy as in effect on Issuer and the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Subsidiary Guarantors will allow Participating Broker-Dealers and Co.other persons, Inc. (pub. avail. June 5if any, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and with similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of to use the Act Prospectus contained in the Exchange Offer Registration Statement in connection with any secondary the resale transaction of Exchange Notes and must be covered by an effective registration statement containing shall:
(i) include the selling security holder information required by Item 507 or 508set forth in Exhibit A hereto on the cover of the Prospectus forming a part of the Exchange Offer Registration Statement, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating Exhibit B hereto in the Registered forepart of the Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation Registration Statement in a section setting forth details of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired , in Exhibit C hereto in the ordinary course underwriting or plan of business;distribution section of the Prospectus forming a part of the Exchange Offer Registration Statement, and in Exhibit D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer; and
(ii) such Holder will have no arrangement or understanding with any Person use all commercially reasonable best efforts to participate in keep the distribution Exchange Offer Registration Statement continuously effective (subject to Section 2(d)) under the Act during the Exchange Offer Registration Period for delivery of the Securities or Prospectus included therein by Participating Broker-Dealers in connection with sales of Exchange Notes received pursuant to the New Securities within the meaning of the Act; and
(iiiRegistered Exchange Offer, as contemplated by Section 5(h) such Holder is not an Affiliate of the Issuersbelow.
(fg) If any In the event that the Initial Purchaser determines Purchasers determine that it is they are not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities Transfer Restricted Notes constituting any portion of an unsold allotment, at upon the request effectiveness of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof and at the request of the Initial Purchasers, the Issuer and the Subsidiary Guarantors shall issue and deliver to the Initial Purchasers, or to the party purchasing Transfer Restricted Notes registered under the Shelf Registration Statement from such the Initial PurchaserPurchasers, in exchange for such SecuritiesTransfer Restricted Notes, a like principal amount of New SecuritiesExchange Notes to the extent permitted by applicable law. The Issuers Issuer and the Subsidiary Guarantors shall use their reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities Exchange Notes as for New Securities Exchange Notes issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Global Imaging Systems Inc)
Registered Exchange Offer. (a) The Issuers Company and the Guarantors shall prepare prepare, at their cost, and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company and the Guarantors shall use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 not later than 180 days of following the date of the original issuance of the Securities (or if such 330th 180th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) and to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days business days and not more than 30 Business Days 45 days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers or the Initial Purchasers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers Company and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers Company and the Guarantors have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ their information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all material respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) accept for exchange all Securities Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s5(s) all Securities Notes so accepted for exchange; and
(iii) cause the Trustee or New Securities Trustee, as the case may be, promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities Notes equal to the principal amount of the Securities Notes of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and;
(iii) such Holder is not an Affiliate of the IssuersCompany or any of the Guarantors or if it is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable;
(iv) if such Holder is not a Broker-Dealer, that it is not engaged in, and does not intend to engage in, the distribution of the New Securities; and
(v) if such Holder is a Broker-Dealer, that it will receive New Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such New Securities.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company and the Guarantors shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New SecuritiesNotes and Related Guarantees. The Issuers Company and the Guarantors shall use their best reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Technical Olympic Usa Inc)
Registered Exchange Offer. (a) The Issuers Company and the Guarantors shall prepare prepare, at their cost, and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company and the Guarantors shall use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 not later than 150 days of following the date of the original issuance of the Securities (or if such 330th 150th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) and to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers or the Initial Purchasers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers Company and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (BX) including xnxxxxxxx a representation that the Issuers Company and the Guarantors have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ their information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all material respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) accept for exchange all Securities Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s5(s) all Securities Notes so accepted for exchange; and
(iii) cause the Trustee or New Securities Trustee, as the case may be, promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities Notes equal to the principal amount of the Securities Notes of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Xxxxxax Xxxxxngs Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and;
(iii) such Holder is not an Affiliate of the IssuersCompany or any of the Guarantors or if it is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable;
(iv) if such Holder is not a Broker-Dealer, that it is not engaged in, and does not intend to engage in, the distribution of the New Securities; and
(v) if such Holder is a Broker-Dealer, that it will receive New Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such New Securities.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company and the Guarantors shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New SecuritiesNotes and Related Guarantees. The Issuers Company and the Guarantors shall use their best reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Technical Olympic Usa Inc)
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 150 days of the date of the original issuance of the Securities (or if such 330th 150th day is not a Business Day, the next succeeding Business Day). The Company shall use its reasonable best efforts to complete the Registered Exchange Offer within 180 days of the date of original issuance of the Securities (or if such 180th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B) including a xxxxuxxxx x representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation Capixxx Xxlxxxxx Xorporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and xxx (yx) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Marsh & McLennan Companies Inc)
Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 210 120 days following the date of the original issuance of the Securities (or if such 210th 120th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 150 days of the date of the original issuance of the Securities (or if such 330th 150th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Issuers, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers shall, or shall cause the Trustee to:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988)) and XXXXXX XXXXXXX AND CO., and Xxxxxx Xxxxxxx and Co., Inc. INC. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ ' information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all material respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co.XXXXXX XXXXXXX AND CO., Inc. INC. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and unless such transaction is exempt from such requirements. Absent such exemption, any secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Issuers or one of its their Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the Issuers.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Usc May Verpackungen Holding Inc)
Registered Exchange Offer. (a) The Issuers Company and the Guarantors shall prepare and, not later than 210 270 days following the date of the original issuance sale of the Securities (or if such 210th 270th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company and the Guarantors shall use their respective reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 360 days of the date of the original issuance sale of the Securities (or if such 330th 360th day is not a Business Day, the next succeeding Business Day); provided, however, that the Company and the Guarantors may not, without the prior written consent of ConAgra, file the Exchange Offer Registration Statement prior to the earlier of (i) notification from ConAgra of the completion of the Second Private Placement or (ii) 180 days following the sale of the Securities.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act Act, to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, if requested by the Commission, provide a supplemental letter to the Commission the
(A) stating that the Issuers Company and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (BX) including xxcxxxxxx a representation that the Issuers Company and the Guarantors have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, that the Company and the Guarantors will not issue New Securities to the best of the Issuers’ information and belief, each any Holder participating in the Registered Exchange Offer who fails to certify to the Company that such Holder is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and The Guarantors shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s5(s) all Securities so accepted for exchange; and
(iii) cause the Trustee or the New Securities Trustee, as the case may be, promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities, if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Company or one of its Affiliates, (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation Capixxx Xxlxxxxx Xorporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and such transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its AffiliatesAct. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent in writing to the Issuers Company and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany or any of the Guarantors (or if it is, that it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable).
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company and the Guarantors shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company and the Guarantors shall use their respective best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Company and the Guarantors shall ------------------------- prepare and, not later than 210 90 days following after the date of the original issuance of the Securities (or if such 210th day is not a Business Daythis Agreement, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company and the Guarantors shall use their respective best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 not later than 150 days of after the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day)this Agreement.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) and to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their respective best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trusteeits Affiliate;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers Company and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings ---------------------- Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. ----------- ---------------------------- (pub. avail. June 5, 1991); and (B) including a representation that the Issuers Company and the Guarantors have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's and the Guarantors' information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and;
(vii) comply in all respects with all applicable laws.;
(viii) cause the New Securities to be listed on the Luxembourg Stock Exchange or on any other exchange on which the Securities are then listed or quoted; and
(ix) if the Securities are listed on the Luxembourg Stock Exchange, (A) provide written notice of the Registered Exchange Offer to the Luxembourg Stock Exchange, (B) publish notice of the Registered Exchange Offer in a Luxembourg newspaper of general circulation announcing (x) the commencement of the Registered Exchange Offer, (y) following completion thereof, the results of such Registered Exchange Offer and (z) the common codes and ISIN numbers of the New Securities, (C) appoint an exchange agent in Luxembourg through which all documents with respect to the Registered Exchange Offer will be made available and (D) cause the New Securities to be accepted for clearance through Euroclear Bank, S.A./ N.V. or Clearstream Banking, S.A.;
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings ---------------------- Corporation (pub. avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub. ----------- ---------------------------- avail. June 5, 1991), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company and the Guarantors shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company and the Guarantors shall use their respective best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Amvescap PLC/London/)
Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 120 days of the date of the original issuance of the Securities (or if such 330th 120th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange OfferOffer and shall use their reasonable best efforts to issue the New Securities within 150 days of the date of original issuance of the Securities (or if such 150th day is not a Business Day, the next succeeding Business Day), it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any IssuerIssuers, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required, required under the Act in order to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) if requested by the Commission, prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) use its reasonable best efforts to cause the New Securities Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder is hereby acknowledges deemed to acknowledge and agrees agree that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the Issuersany Issuer.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Terra Industries Inc)
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 210 120 days following the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day)Closing Date, shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its best efforts to cause the Exchange Offer Registration Statement to become effective under the Act Act, and the Exchange Offer to be commenced, within 330 180 days of the date Closing Date. The Company shall use its best efforts to cause the Exchange Offer to be completed within 210 days of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day)Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Notes for New Securities Exchange Notes (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities Exchange Notes in the ordinary course of such Holder’s 's business, has no arrangements with any Person person to participate in the distribution of the New Securities Exchange Notes and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail or cause to be mailed to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in The City of New York CityYork, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities Notes at any time prior to the close of business, New York City time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person person to distribute the New Securities Exchange Notes to be received in the Registered Exchange Offer and that, to the best of the Issuers’ their information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities Exchange Notes in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New SecuritiesExchange Notes; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s4(r) all Securities Notes so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities Notes a principal amount of New Securities Exchange Notes equal to the principal amount of the Securities Notes of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities Exchange Notes obtained by such Holder in exchange for Securities Notes acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities Exchange Notes received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the distribution of the Securities Notes or the New Securities Exchange Notes within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser fails to make such representations or determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities Notes constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person person purchasing New Securities Exchange Notes registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such SecuritiesNotes, a like principal amount of New SecuritiesExchange Notes. The Issuers Company shall use their its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities Exchange Notes as for New Securities Exchange Notes issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Company and the Guarantors shall prepare prepare, at their cost, and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company and the Guarantors shall use their respective best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 not later than 180 days of following the date of the original issuance of the Securities (or if such 330th 180th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) and to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days business days and not more than 30 Business Days 45 days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their respective best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers or the Initial Purchaser during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers Company and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers Company and the Guarantors have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ their information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all material respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) accept for exchange all Securities Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s5(s) all Securities Notes so accepted for exchange; and
(iii) cause the Trustee or New Securities Trustee, as the case may be, promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities Notes equal to the principal amount of the Securities Notes of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act Act, if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and;
(iii) such Holder is not an Affiliate of the IssuersCompany or any of the Guarantors or if it is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable;
(iv) if such Holder is not a Broker-Dealer, that it is not engaged in, and does not intend to engage in, the distribution of the New Securities; and
(v) if such Holder is a Broker-Dealer, that it will receive New Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such New Securities.
(f) If any the Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such the Initial Purchaser, the Issuers Company and the Guarantors shall issue and deliver to such the Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such the Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company and the Guarantors shall use their best respective reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day)Securities, shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day)Securities.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date notice thereof is mailed to the Holders (or, in each case, longer longer, if required by applicable law);
(iii) use their its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period; provided that if any Initial Purchaser holds Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company) after the expiration of the Exchange Offer Registration Period, that Initial Purchaser shall have the right, for 90 days immediately following the expiration of the Exchange Offer Registration Period, to request the Company to prepare a prospectus for use by that Initial Purchaser for sales of New Securities, and the Company shall use its reasonable best efforts to prepare that prospectus for such use;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, if requested or required by the Commission, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable lawslaws and, if the Securities are listed on the Luxembourg Stock Exchange at such time, the requirements of the Luxembourg Stock Exchange.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation cancelation in accordance with the Indenture and pursuant to Section 4(s4(r) all Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 210 90 days following the closing of the Initial Public Offering (the date of the original issuance closing of the Securities Initial Public Offering, the "TRIGGERING DATE") (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of following the date of the original issuance of the Securities Triggering Date (or if such 330th 180th day is not a Business Day, the next succeeding Business Day). Notwithstanding the foregoing, if the 90th day following the Triggering Date (or if such 90th day is not a Business Day, the next succeeding Business Day) is more than 630 days after the Original Issuance Date, then the Company shall have no obligation to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Notes for New Securities Notes (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities Notes in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities Notes and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act Act, to ensure that it is available for sales of New Securities Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Notes Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities Notes at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, if requested by the Commission, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities Notes to be received in the Registered Exchange Offer and that, that the Company will not issue New Notes to the best of the Issuers’ information and belief, each any Holder participating in the Registered Exchange Offer who fails to certify to the Company that such Holder is acquiring the New Securities Notes in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New SecuritiesNotes; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s5(r) all Securities Notes so accepted for exchange; and
(iii) cause the Trustee or the New Notes Trustee, as the case may be, promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities Notes a principal amount of New Securities Notes equal to the principal amount of the Securities Notes of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities Notes, if the resales are of New Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Company or one of its Affiliates, (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and such transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its AffiliatesAct. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent in writing to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities Notes received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities Notes or the New Securities Notes within the meaning of the Act; and;
(iii) such Holder is not an Affiliate of the IssuersCompany (or if it is, that it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable);
(iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the New Notes; and
(v) if such Holder is a broker-dealer, that it will receive the New Notes for its own account in exchange for Notes that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such New Notes.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities Notes constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities Notes registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial the Purchaser, in exchange for such SecuritiesNotes, a like principal amount of New Securities. Notes.
(g) The Issuers Company shall use their its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities Notes as for New Securities Notes issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Venezuela shall prepare and, not later than 210 180 days following the date of the original issuance of the Securities Notes (or if such 210th 180th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to ) file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Venezuela shall use their its best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act within 330 240 days of the date of the original issuance of the Securities Notes (or if such 330th 240th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Venezuela shall 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 New Securities Exchange Notes (assuming that such Holder is not an Affiliate of any IssuerVenezuela, acquires the New Securities Exchange Notes in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the New Securities Exchange Notes and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United StatesSecurities Act.
(c) In connection with the Registered Exchange Offer, the Issuers Venezuela shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, Securities Act during the Exchange Offer Registration Period and supplemented and amended amended, as required, under the Securities Act during the Exchange Offer Registration Period to ensure that it is available for sales of New Securities Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee Fiscal Agent, the New Fiscal Agent or an Affiliate affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities Notes at any time prior to the close of business, New York City time, on the last Business Day on which the Registered Exchange Offer is open;; and
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) otherwise comply in all material respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Venezuela shall:
(i) accept for exchange all Securities Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee Fiscal Agent for cancellation in accordance with the Indenture and pursuant to Section 4(s5(s) all Securities Notes so accepted for exchange; and
(iii) cause the Trustee Fiscal Agent or New Fiscal Agent, as the case may be, promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities Notes a principal amount of New Securities Exchange Notes equal to the principal amount of the Securities Notes of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), inter alia, as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, 508 of Regulation S-K under the Act Securities Act, as if they were applicable to the Registered Exchange Offer, if the resales are of New Securities Exchange Notes obtained by such Holder in exchange for Securities Notes acquired by such Holder directly from any Issuer Venezuela or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Venezuela that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities Exchange Notes received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities Notes or the New Securities Exchange Notes within the meaning of the Securities Act; and;
(iii) such Holder is not an Affiliate of Venezuela or if it is an affiliate, such Holder will comply with the Issuersregistration and prospectus delivery requirements of the Securities Act to the extent practicable;
(iv) if such Holder is not a Broker-Dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes; and
(v) if such Holder is a Broker-Dealer, that it will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Notes.
(f) If any Initial Purchaser either Lead Manager determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities Notes constituting any portion of an unsold allotment, at the request of such Initial PurchaserLead Manager, the Issuers Venezuela shall issue and deliver to such Initial Purchaser Lead Manager or the Person purchasing New Securities Exchange Notes registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial PurchaserLead Manager, in exchange for such SecuritiesNotes, a like principal amount of New SecuritiesExchange Notes. The Issuers Venezuela shall use their its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities Exchange Notes as for New Securities Exchange Notes issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Bolivarian Republic of Venezuela)
Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities Settlement Date (or if such 210th day 90thday is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange OfferNew Notes. The Issuers shall use their best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Securities Act within 330 180 days of the date of the original issuance of the Securities Settlement Date (or if such 330th 180th day is not a Business Day, the next succeeding Business Day); and (ii) consummate the Registered Exchange Offer within 225 days of the Settlement Date (or if such 225th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange Offer, in any event no later than the 10 Business Days after effectiveness of the Exchange Offer Registration Statement, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities New Notes for New Securities Exchange Notes (assuming provided that such Holder is not an Affiliate of any Issuerof the Issuers, acquires is acquiring the New Securities Exchange Notes in the ordinary course of such Holder’s 's business, has no arrangements with any Person person to participate in the distribution of the New Securities Exchange Notes and is not prohibited by any law law, rule or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the state securities or “blue sky” laws of a substantial proportion of the several states of the United Stateslaws.
(c) In connection with the Registered Exchange Offer, the Issuers shall:
(i) mail to within 10 Business Days after the Exchange Offer Registration Statement is declared effective, notify each Holder of the commencement of the Registered Exchange Offer by mailing a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days (not including any Business Days during such period on which the effectiveness of the Exchange Offer Registration Statement is suspended pursuant to Section 4(c)) after the date the foregoing notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law) (the "Expiration Date");
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Securities Act, supplemented and amended as required, required under the Securities Act to ensure that it is available for sales resales of New Securities Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trusteeits Affiliate;
(v) permit Holders to withdraw tendered Securities New Notes at any time prior to the close of business, 4:30 P.M. (New York time, ) on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); ) as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person person to distribute the New Securities Exchange Notes to be received in the Registered Exchange Offer and that, to the best of the Issuers’ ' information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities Exchange Notes in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New SecuritiesExchange Notes; and
(vii) comply in all material respects with all applicable laws.
(d) As soon as practicable after following the close of the Registered Exchange OfferExpiration Date, the Issuers shall:
(i) accept for exchange all Securities New Notes validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s4(t) hereof all Securities New Notes so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities Exchange Notes equal to the principal amount of the Securities of New Notes validly tendered by such Holder and so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that each Exchanging Dealer and any other Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; , and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction transaction, and any secondary resale transactions by such Broker-Dealer or Exchanging Dealer must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of the Commission's Regulation S-K under the Act if the resales are of New Securities such resale transactions involve Exchange Notes obtained by such Holder in exchange for Securities New Notes acquired by such Holder directly from any Issuer of the Issuers or one of its their respective Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation delivery of the Registered Exchange OfferNotes pursuant to Section 2(d)(iii) above:
(i) any New Securities Exchange Notes received by such Holder will be acquired in the ordinary course of such Holder's business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the a distribution of the Securities New Notes or the New Securities Exchange Notes within the meaning of the Securities Act; and
(iii) such Holder is not an Affiliate of any of the Issuers.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Company and the Subsidiary ------------------------- Guarantors shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day)Securities, shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company and the Subsidiary Guarantors shall use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day)Securities.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) if the Company receives notice from an Exchanging Dealer on the letter of transmittal that such Exchanging Dealer holds Securities acquired for the account of such Exchanging Dealer as a result of market-making or other trading activities, use their its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, if requested or required by the Commission, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) ---------------------------------- and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) --------------------------- including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation cancelation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges shall be required, by tendering Securities for exchange for New Securities, to acknowledge and agrees agree that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., --------------------- Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. --- ---------------------------------- avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If If, prior to the consummation of the Registered Exchange Offer, any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Company and the Subsidiary Guarantors shall prepare and, not later than 210 180 days following the date of the original issuance of the Securities (or if such 210th 180th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company and the Subsidiary Guarantors shall use their respective best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 240 days of the date of the original issuance of the Securities (or if such 330th 240th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Subsidiary Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Subsidiary Guarantors shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their respective best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act Act, to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers Company and the Subsidiary Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (BX) including xnxxxxxxx a representation that the Issuers Company and the Subsidiary Guarantors have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company and the Subsidiary Guarantors' information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and the Subsidiary Guarantors shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (xi) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Capxxxx Xoxxxxxx Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and xxx (yxx) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and the New Securities must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company and the Subsidiary Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany or any of the Subsidiary Guarantors.
(f) If any the Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such the Initial Purchaser, the Issuers Company and the Subsidiary Guarantors shall issue and deliver to such the Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such the Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company and the Subsidiary Guarantors shall use their respective best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. Resales of New Securities by Exchanging ------------------------------------------------------------------ Dealers; Private Exchange.
(a) The Issuers Company and Holding shall prepare and, not -------------------------- later than 210 60 days following after the date of the original issuance of the Securities (or if such 210th day is not a Business Day, Notes and the next succeeding Business Day)Holding Preferred Stock, shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company and Holding shall use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 150 days of after the date of the original issuance of the Securities (or if such 330th day is not a Business Day, Notes and the next succeeding Business Day)Holding Preferred Stock.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and Holding shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate affiliate of any Issuerthe Company or Holding within the meaning of the Act, acquires the New Securities in the ordinary course of such Holder’s business, 's business and has no arrangements with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and Holding shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the TrusteeYork;
(viv) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day business day on which the Registered Exchange Offer is shall remain open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(viiv) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and Holding shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee or the Transfer Agent, as the case may be, for cancellation in accordance with the Indenture and pursuant to Section 4(s) cancelation all Securities so accepted for exchange; and
(iii) cause the Trustee or the Transfer Agent, as the case may be, promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of Securities, New Securities equal to the in principal amount of or liquidation preference to the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges The Purchasers, the Company and agrees that any Broker-Dealer and any such Holder using Holding acknowledge that, pursuant to current interpretations by the Registered Exchange Offer to participate in a distribution Commission's staff of Section 5 of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Act, and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter absence of an applicable exemption therefrom, each Exchanging Dealer is required to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act deliver a Prospectus in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, a sale of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be Exchanging Dealer pursuant to the Registered Exchange Offer in exchange for Securities acquired for its own account as a result of market-making activities or other trading activities. Accordingly, the Company and Holding shall:
(i) include the information set forth in Annex A hereto on the cover of the Exchange Offer Registration Statement, in Annex B hereto in the ordinary course forepart of business;the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, in Annex C hereto in the underwriting or plan of distribution section of the Prospectus forming a part of the Exchange Offer Registration Statement, and in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; and
(ii) such Holder will have no arrangement or understanding use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act during the Exchange Offer Registration Period for delivery by Exchanging Dealers in connection with any Person to participate in the distribution sales of the Securities or the New Securities within received pursuant to the meaning of the Act; and
(iiiRegistered Exchange Offer, as contemplated by Section 4(h) such Holder is not an Affiliate of the Issuersbelow.
(f) If In the event that any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company and Holding shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount or liquidation preference of New SecuritiesSecurities (which shall be subject to restrictions on transfer under the Act and the securities laws of the several states of the United States). The Issuers Company and Holding shall use their best efforts seek to cause the CUSIP Service Bureau to issue the same CUSIP number numbers for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer. The Company shall cause such principal amount or liquidation preference of New Securities (which shall not be subject to such restrictions on transfer) to be delivered to a party purchasing such New Securities from such Purchaser registered under a Shelf Registration Statement as contemplated by Section 3 hereof.
Appears in 1 contract
Samples: Registration Agreement (Hudson Respiratory Care Inc)
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 90 days following the date of the original issuance of the Securities (or if such 90th day is not a Business Day, the next succeeding Business Day, such day being a "Filing Deadline"), shall file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall cause the Exchange Offer Registration Statement to become effective under the Act within 180 days of the date of the original issuance of the Securities (or if such 180th day is not a Business Day, the next succeeding Business Day, such day being an "Effectiveness Deadline"). To the extent not prohibited by any applicable law or applicable interpretation of the Staff of the Commission, the Company shall use its best efforts to consummate the Registered Exchange Offer within 210 days following of the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with such day being the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day"Consummation Deadline").
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York CityYork, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange OfferOffer in accordance with the terms of the Exchange Offer Registration Statement;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges Holder, by its purchase and agrees acceptance of the Securities held by it, shall be deemed to have acknowledged and agreed that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 1993, and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Public Service Co of Colorado)
Registered Exchange Offer. (a) The Issuers Company shall prepare -------------------------- and, not later than 210 60 days following the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day)Securities, shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 120 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day)Securities.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 30 Business Days and not more than 30 45 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period; provided that if any Initial Purchaser holds -------- Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company) after the expiration of the Exchange Offer Registration Period, that Initial Purchaser shall have the right, for 90 days immediately following the expiration of the Exchange Offer Registration Period, to request the Company to prepare a prospectus for use by that Initial Purchaser for sales of New Securities, and the Company shall use its reasonable best efforts to prepare that prospectus for such use;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, if requested or required by the Commission, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May ----------------------------------- 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); ---------------------------- and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation cancelation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx -------------- and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation ------------ ----------------------------------- (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number numbers for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Company shall use its reasonable best efforts to prepare and, not later than 210 90 days following the date of the original issuance of the Securities Issue Date (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of the date of the original issuance of the Securities Issue Date (or if such 330th 180th day is not a Business Day, the next succeeding Business Day).
(ba) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States. The Company shall use its reasonable best efforts to issue, on or prior to 30 Business Days (or longer, if required by the Federal Securities laws) after the date on which the Exchange Offer Registration Statement was declared effective, such New Securities in exchange for all Securities tendered in accordance with section (b) below prior thereto in the Registered Exchange Offer.
(cb) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling (pub. avail. July 2, 1993); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all material respects with all applicable laws.
(dc) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of Securities, New Securities in an amount equal to the principal amount of the Securities of such Holder so accepted for exchange.
(ed) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to ) and Shearman & Sterling dated (July 2, 1993 1993) and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, as a condition to its participation in the Registered Exchange Offer, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company in the Letter of Transmittal relating to the Registered Exchange Offer or by other means that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(fe) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (American Tower Corp /Ma/)
Registered Exchange Offer. Resales of New Securities by Exchanging Dealers; Private Exchange.
(a) The Issuers Company and the Guarantors shall prepare and, not later than 210 60 days following after the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day)Notes, shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company and the Guarantors shall use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 120 days of after the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day)Notes.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate affiliate of any Issuerthe Company within the meaning of the Act, acquires the New Securities in the ordinary course of such Holder’s business, 's business and has no arrangements with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange OfferSecurities) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New SecuritiesYork; and
(viiiv) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the Issuers.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.the
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of the date of the original issuance of the Securities (or if such 330th 180th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States. The Company shall use its best efforts to cause the Registered Exchange Offer to be consummated within 210 days of the date of the original issuance of the Securities (or if such 210th day its not a Business Day, the next succeeding Business Day).
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail or electronically transmit to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act Act, to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate one of the Trusteeits Affiliates;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business5:00 p.m., New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities, if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Company or one of its Affiliates, (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman Xxxxxxxx & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and such transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its AffiliatesAct. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent in writing to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and;
(iii) such Holder is not an Affiliate of the IssuersCompany (or if it is, that it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable); and
(iv) if such Holder is a Broker-Dealer, that it will receive New Securities for its own account in exchange for Securities that were acquired as a result of market making activities and that it will deliver a prospectus in connection with any resale of such New Securities.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (North Atlantic Holding Company, Inc.)
Registered Exchange Offer. Resales of New Securities by Exchanging Dealers; Private Exchange.
(a) The Issuers Company and the Guarantor shall prepare and, not later than 210 60 days following after the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day)Notes, shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company and the Guarantor shall use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 150 days of after the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day)Notes.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantor shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate affiliate of any Issuerthe Company within the meaning of the Act, acquires the New Securities in the ordinary course of such Holder’s business, 's business and has no arrangements with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange OfferSecurities) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Guarantor shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New SecuritiesYork; and
(viiiv) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and the Guarantor shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) cancelation all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the in principal amount of to the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges The Purchasers, the Company and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer Guarantor acknowledge that, pursuant to participate in a distribution current interpretations by the Commission's staff of Section 5 of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Act, and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter absence of an applicable exemption therefrom, each Exchanging Dealer is required to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act deliver a Prospectus in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, a sale of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be Exchanging Dealer pursuant to the Registered Exchange Offer in exchange for Securities acquired for its own account as a result of market-making activities or other trading activities. Accordingly, the Company and the Guarantor shall:
(i) include the information set forth in Annex A hereto on the cover of the Exchange Offer Registration Statement, in Annex B hereto in the ordinary course forepart of business;the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, and in Annex C hereto in the underwriting or plan of distribution section of the Prospectus forming a part of the Exchange Offer Registration Statement, and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; and
(ii) such Holder will have no arrangement or understanding use its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act during the Exchange Offer Registration Period for delivery by Exchanging Dealers in connection with any Person to participate in the distribution sales of the Securities or the New Securities within received pursuant to the meaning of the Act; and
(iiiRegistered Exchange Offer, as contemplated by Section 4(h) such Holder is not an Affiliate of the Issuersbelow.
(f) If In the event that any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company and the Guarantor shall issue and deliver to such Initial Purchaser or the Person party purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company and the Guarantor shall use their best efforts seek to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) A. The Issuers shall prepare and, not later than 210 365 days following the date of the original issuance of the Securities Notes (or if such 210th day is not a Business Day, the next succeeding Business Day)“Filing Deadline”) , shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 90 days following the Filing Deadline of the date of the original issuance of the Securities registration statement (or if such 330th 90th day is not a Business Day, the next succeeding Business Day).
(b) B. Upon the effectiveness filing of the Exchange Offer Registration Statement, the Issuers shall promptly commence use their reasonable best efforts to consummate the Registered Exchange OfferOffer within 120 days, it being the objective of such Registered Exchange Offer to enable each Holder eligible and electing to exchange Securities for New Exchange Securities (assuming that such Holder is not an Affiliate of any Issuerof the Issuers, acquires the New Exchange Securities in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the New Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange OfferOffer and assuming further that the holding period required by paragraph (d) of Rule 144 shall be deemed to be two years) to trade such New Exchange Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states States of the United States.
(c) C. In connection with the Registered Exchange Offer, the Issuers shall:
(i) 1. mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) 2. keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the Issuers.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (CNH International SA)
Registered Exchange Offer. (a) The Issuers Company and the Guarantors shall prepare and, not later than 210 60 days following the date of the original issuance of the Securities (or if such 210th 60th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company and the Guarantors shall use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 120 days of the date of the original issuance of the Securities (or if such 330th 120th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers Company and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co.MORGAN STANLEY AND CO., Inc. INC. (pub. avail. June 5, 1991); and axx (BX) including xxxxxxxng a representation that the Issuers Company and the Guarantors have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ their information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s5(s) all Securities so accepted for exchange; and
(iii) cause the Trustee or New Securities Trustee, as the case may be, promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co.MORGAN STANLEY AND CO., Inc. INC. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation EXXON CXXXXXX XXXXXXXS CORPORATION (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany or the Guarantors.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company and the Guarantors shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company and the Guarantors shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Paxson Communications Corp)
Registered Exchange Offer. (a) The Issuers Company and the Guarantors shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company and the Guarantors shall use their respective reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of the date of the original issuance of the Securities (or if such 330th 180th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act Act, to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, if requested by the Commission, provide a supplemental letter to the Commission (A) stating that the Issuers Company and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (pub. avail. June 5Jxxx 0, 19910000); and (B) including a representation that the Issuers Company and the Guarantors have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, that the Company and the Guarantors will not issue New Securities to the best of the Issuers’ information and belief, each any Holder participating in the Registered Exchange Offer who fails to certify to the Company that such Holder is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s5(s) all Securities so accepted for exchange; and
(iii) cause the Trustee or the New Securities Trustee, as the case may be, promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities, if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Company or one of its Affiliates, (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Xxxxx Xxxital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and such transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its AffiliatesAct. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent in writing to the Issuers Company and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany or any of the Guarantors (or if it is, that it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable).
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company and the Guarantors shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company and the Guarantors shall use their respective best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a%3) The Issuers Company shall use its reasonable best efforts to prepare andand file, not later than 90 days following the date of the original issuance of the Securities (or if such 90th day is not a Business Day, the next succeeding Business Day), with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Company shall use its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 180 days of the date of the original issuance of the Securities (or if such 180th day is not a Business Day, the next succeeding Business Day) and use its reasonable best efforts to consummate the Registered Exchange Offer as promptly as practicable, but in any event within 210 days following of the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day).
(ba) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(cb) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required, required under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(viivi) comply in all respects with all applicable laws.
(dc) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(ed) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(fe) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (L Brands, Inc.)
Registered Exchange Offer. Resales of Exchange Notes by ------------------------------------------------------- Participating Broker-Dealers; Private Exchange.
(a) The Issuers shall prepare ---------------------------------------------- and, not later than 210 60 days following from the date of the original issuance of the Securities Issue Date (or or, if such 210th 60th day is not a Business Day, by the next succeeding first Business DayDay thereafter), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange OfferOffer (the date of such filing hereinafter referred to as the "Filing Date"). The Issuers shall use their best efforts (i) to cause the Exchange Offer Registration Statement to become be declared effective under the Act within 330 150 days of from the date of the original issuance of the Securities Issue Date (or or, if such 330th 150th day is not a Business Day, by the next succeeding first Business Day thereafter), and (ii) to Consummate the Registered Exchange Offer within 30 Business Days from the date the Exchange Offer Registration Statement becomes effective (or, if such 30th day is not a Business Day, by the first Business Day thereafter).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange Offer, it being the The objective of such Registered Exchange Offer is to enable each Holder electing to exchange Securities Transfer Restricted Notes for New Securities Exchange Notes (assuming that such Holder (x) is not an Affiliate "affiliate" of any Issuerthe Issuers within the meaning of the Act, (y) is not a broker-dealer that acquired the Transfer Restricted Notes in a transaction other than as a part of its market-making or other trading activities and (z) if such Holder is not a broker-dealer, acquires the New Securities Exchange Notes in the ordinary course of such Holder’s 's business, is not participating in the distribution of the Exchange Notes and has no arrangements or understandings with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange OfferNotes) to trade resell such New Securities Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for acceptance for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law)Holders;
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New SecuritiesYork; and
(viiiv) comply in all material respects with all applicable lawslaws relating to the Registered Exchange Offer.
(d) The Issuers may suspend the use of the Prospectus for a period not to exceed 30 days in any six month period or an aggregate of 45 days in any twelve-month period for valid business reasons, to be determined by the Issuers in their sole reasonable judgment (not including avoidance of its obligations hereunder), including, without limitation, the acquisition or divestiture of assets, public filings with the Commission, pending corporate developments and similar events; provided that the Issuers promptly thereafter comply with the -------- requirements of Section 5(k) hereof, if applicable.
(e) As soon as practicable after the close Consummation of the Registered Exchange Offer, the Issuers shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) shall cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a Exchange Notes equal in principal amount of New Securities equal to the principal amount of the Securities Transfer Restricted Notes of such Holder so accepted for exchange.
(ef) Each Holder hereby acknowledges The Initial Purchasers and agrees that the Issuers acknowledge that, pursuant to interpretations by the staff of the Commission of Section 5 of the Act, and in the absence of an applicable exemption therefrom, each Participating Broker- Dealer is required to deliver a Prospectus in connection with a sale of any Exchange Notes received by such Participating Broker-Dealer and any such Holder using pursuant to the Registered Exchange Offer to participate in exchange for Transfer Restricted Notes acquired for its own account as a distribution result of market-making activities or other trading activities. Accordingly, the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Issuers will allow Participating Broker-Dealers and Co.other persons, Inc. (pub. avail. June 5if any, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and with similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of to use the Act Prospectus contained in the Exchange Offer Registration Statement in connection with any secondary the resale transaction of Exchange Notes and must be covered by an effective registration statement containing shall:
(i) include the selling security holder information required by Item 507 or 508set forth in Annex A hereto on the cover of the Prospectus forming a part of the Exchange Offer Registration Statement, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating Annex B hereto in the Registered forepart of the Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation Registration Statement in a section setting forth details of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired , in Annex C hereto in the ordinary course underwriting or plan of business;distribution section of the Prospectus forming a part of the Exchange Offer Registration Statement, and in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer; and
(ii) such Holder will have no arrangement or understanding with any Person use all commercially reasonable efforts to participate in keep the distribution Exchange Offer Registration Statement continuously effective (subject to Section 2(d)) under the Act during the Exchange Offer Registration Period for delivery of the Securities or Prospectus included therein by Participating Broker-Dealers in connection with sales of Exchange Notes received pursuant to the New Securities within the meaning of the Act; and
(iiiRegistered Exchange Offer, as contemplated by Section 5(h) such Holder is not an Affiliate of the Issuersbelow.
(fg) If any In the event that either Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities Transfer Restricted Notes constituting any portion of an unsold allotment, upon the effectiveness of the Shelf Registration Statement as contemplated by Section 3 hereof and at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser Purchaser, or to the Person party purchasing New Securities Transfer Restricted Notes registered under a the Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such SecuritiesTransfer Restricted Notes, a like principal amount of New SecuritiesExchange Notes to the extent permitted by applicable law. The Issuers shall use their reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities Exchange Notes as for New Securities Exchange Notes issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Advanced Glassfiber Yarus LLC)
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 210 60 days following the date of the original issuance of the Original Securities (or if such 210th 60th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of the date of the original issuance of the Original Securities (or if such 330th 180th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Original Securities for New Exchange Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Exchange Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Exchange Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 45 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act Act, to ensure that it is available for sales of New Exchange Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or the Company or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Original Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988)) and XXXXXX XXXXXXX AND CO., and Xxxxxx Xxxxxxx and Co., Inc. INC. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Exchange Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Exchange Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New SecuritiesExchange Securities or, if it is an Affiliate of the Company, it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Original Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee Original Securities for cancellation in accordance with the Indenture and pursuant to Section 4(s4(r) all Original Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Original Securities a principal amount of New Exchange Securities equal to the principal amount of the Original Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Exchange Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co.XXXXXX XXXXXXX AND CO., Inc. INC. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman Xxxxxxxx & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Exchange Securities obtained by such Holder in exchange for Original Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Exchange Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Original Securities or the New Exchange Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Original Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Exchange Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Original Securities, a like principal amount of New Exchange Securities. The Issuers Company shall use their its reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Exchange Securities as for New Exchange Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), ) shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 not later than 150 days of following the date of the original issuance of the Securities (or if such 330th 150th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) and to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days after the date notice thereof is mailed to the Holders 45 days (or, in each case, longer if required by applicable law)) after the date notice thereof is mailed to the Holders;
(iii) use their its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers or the Initial Purchasers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (pub. avail. June 5, 19911990); and xxd (BX) including xxcluding a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all material respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s5(s) all Securities so accepted for exchange; and
(iii) cause the Trustee or New Securities Trustee, as the case may be, promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Exxxx Xaxxxxx Xoldings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and;
(iii) such Holder is not an Affiliate of the IssuersCompany or if it is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable;
(iv) if such Holder is not a Broker-Dealer, that it is not engaged in, and does not intend to engage in, the distribution of the New Securities; and
(v) if such Holder is a Broker-Dealer, that it will receive New Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such New Securities.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Coventry Health Care Inc)
Registered Exchange Offer. (a) The Issuers Company and the Guarantors shall prepare and, not later than 210 60 days following the date of the original issuance of the Securities (or if such 210th 60th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company and the Guarantors shall use their respective best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 150 days of the date of the original issuance of the Securities (or if such 330th 150th day is not a Business Day, the next succeeding Business Day). The Company and the Guarantors shall use their respective best efforts to cause the Registered Exchange Offer to be consummated not later than 180 days after the date of the original issuance of the Securities (or if such 180th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their respective best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act Act, to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York Citycity, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation xxxxxdxxx x xepresentation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) hereof all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Capxxxx Xoxxxxxx Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and xxx (yx) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company, or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company and the Guarantors shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company and the Guarantors shall use their respective best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Unless the Registered Exchange Offer shall not be permissible under applicable law or Commission policy, in the event the Company shall receive from Initiating Holders, a written request that the Company file an Exchange Offer Registration Statement, the Company and the Guarantor shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities Initiation Date (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its best efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act within 330 180 days of the date of the original issuance of the Securities Initiation Date (or if such 330th 180th day is not a Business Day, the next succeeding Business Day). Notwithstanding anything to the contrary herein, the Company shall be under no obligation to file an Exchange Offer Registration Statement unless it has received a written request from Initiating Holders.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantor shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Notes for New Securities Notes (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities Notes in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the New Securities Notes and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Guarantor shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law) (the “Expiration Date”);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Securities Act, supplemented and amended as required, under the Securities Act to ensure that it is available for sales of New Securities Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Notes Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities Notes at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers Company and the Guarantor, are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers Company and the Guarantor have not entered into any arrangement or understanding with any Person to distribute the New Securities Notes to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company’s and the Guarantor’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities Notes in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New SecuritiesNotes; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and the Guarantor shall:
(i) accept for exchange all Securities Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities Notes so accepted for exchange; and
(iii) cause the New Notes Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities Notes a principal amount of New Securities Notes equal to the principal amount of the Securities Notes of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction and (z) that secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security note holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Securities Act if the resales are of New Securities Notes obtained by such Holder in exchange for Securities Notes acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company and the Guarantor that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities Notes received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities Notes or the New Securities Notes within the meaning of the Securities Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any the Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities Notes constituting any portion of an unsold allotment, at the request of such the Initial PurchaserPurchaser within 20 days after the consummation of the Exchange Offer, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities Notes registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such the Initial Purchaser, in exchange for such SecuritiesNotes, a like principal amount of New SecuritiesNotes. The Issuers Company and the Guarantor shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities Notes as for New Securities Notes issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Harrahs Entertainment Inc)
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities Settlement Date (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 330 150 days of the date of the original issuance of the Securities Settlement Date (or if such 330th 150th day is not a Business Day, the next succeeding Business Day) and (ii) consummate the Registered Exchange Offer within 180 days of the Settlement Date (or if such 180th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities New Notes for New Securities Exchange Notes (assuming provided that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities Exchange Notes in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any Person person to participate in the distribution of the New Securities Exchange Notes and is not prohibited by any law law, rule or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 40 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law) (the "Expiration Date");
(iii) use their its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act to ensure that it is available for sales of New Securities Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities New Notes at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); , and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person person to distribute the New Securities Exchange Notes to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities Exchange Notes in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New SecuritiesExchange Notes; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities New Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s4(t) all Securities New Notes so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities New Notes a principal amount of New Securities Exchange Notes equal to the principal amount of the Securities New Notes of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman Xxxxxxxx & Sterling dated July 2, 1993 and similar no-action letters; , and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities Exchange Notes obtained by such Holder in exchange for Securities New Notes acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent provide a written representation to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities Exchange Notes received by such Holder will be acquired in the ordinary course of such Xxxxxx's business;
(ii) such Holder is not engaged in, and does not intend to engage in, and will have no arrangement or understanding with any Person person to participate in the distribution of the Securities New Notes or the New Securities Exchange Notes within the meaning of the Act; and
(iii) such Holder is not an Affiliate of any of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Gatx Financial Corp)
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their its reasonable best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of the date of the original issuance of the Securities (or if such 330th 180th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, is not engaged in and does not intend to engage in and has no arrangements or understandings with any Person to participate in the distribution of the New Securities, is not a broker-dealer tendering Securities ac- quired directly from the Company for its own account and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the state securities or “blue sky” laws of a substantial proportion of the several states of the United Statessky laws.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) if the Company receives notice from an Exchanging Dealer on the letter of transmittal that such Exchanging Dealer holds Securities acquired for the account of such Exchanging Dealer as a result of market making or other trading activities, use their its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required, required under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is openopen by sending to the entity specified in the Prospectus, a facsimile or letter setting forth the name of such Holder, the principal amount of Securities delivered for exchange and a statement that such Holder is withdrawing such Holder's election to have such Securities exchanged;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988)) and XXXXXX XXXXXXX AND CO., and Xxxxxx Xxxxxxx and Co., Inc. INC. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable lawslaws relating to the Registered Exchange Offer.
(d) As soon as reasonably practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities duly tendered and not validly withdrawn pursuant to the Registered Exchange OfferOffer in accordance with the Exchange Offer Registration Statement and letter of transmittal which shall be an exhibit thereto;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities Notes (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement (which may be on Form F-10, if available) with respect to the Registered Exchange Offer. The Issuers Company shall use their best its commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of the date of the original issuance of the Securities Notes (or if such 330th 180th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Notes for New Securities Exchange Notes (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities Exchange Notes in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities Exchange Notes and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their best its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act Act, to ensure that it is available for sales of New Securities Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the Exchange Notes Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities Notes at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988)) and XXXXXX XXXXXXX AND CO., and Xxxxxx Xxxxxxx and Co., Inc. INC. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities Exchange Notes to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities Exchange Notes in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New SecuritiesExchange Notes; and
(vii) comply in all material respects with all applicable lawslaws relating to the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s5(s) all Securities Notes so accepted for exchange; and
(iii) cause the Trustee or the Exchange Notes Trustee, as the case may be, promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities Notes a principal amount of New Securities Exchange Notes equal to the principal amount of the Securities Notes of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities Exchange Notes, if the resales are of Exchange Notes obtained by such Holder in exchange for Notes acquired by such Holder directly from the Company or one of its Affiliates, (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co.XXXXXX XXXXXXX AND CO., Inc. INC. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and such transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its AffiliatesAct. Accordingly, each Holder participating in the Registered Exchange Offer shall be required in writing to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities Exchange Notes received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities Notes or the New Securities Exchange Notes within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany (or if it is, that it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable).
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities Notes constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities Exchange Notes registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such SecuritiesNotes, a like principal amount of New SecuritiesExchange Notes. The Issuers Company shall use their best its commercially reasonable efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities Exchange Notes as for New Securities Exchange Notes issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Nova Chemicals Corp /New)
Registered Exchange Offer. Resales of Exchange Notes by Exchanging ------------------------------------------------------------------ Dealers; Private Exchange. -------------------------
(a) The Issuers Company shall prepare and, not later than 210 on or prior to 75 days following the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day)Closing Date, shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its best efforts to cause the Exchange Offer Registration Statement to become effective under the Act on or prior to 120 days after the Closing Date; provided that, if as a result of there being no federal governmental budget for any year following the 1996 fiscal year, the Commission ceases to review registration statements like the Registration Statements in the time within 330 which the Commission normally reviews such registration statements in the ordinary course (a "Commission Delay Period"), then such 120 day period during which the Company must cause the Exchange Offer Registration Statement to become effective shall be extended by the number of days of which the date of Commission Delay Period is comprised. The Company shall use its best efforts to Consummate the original issuance of Registered Exchange Offer on or prior to 160 days after the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day)Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall 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 New Securities Exchange Notes (assuming that such Holder is not an Affiliate of any Issuerthe Company within the meaning of the Act, acquires the New Securities Exchange Notes in the ordinary course of such Holder’s business, 's business and has no arrangements with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange OfferNotes) to trade such New Securities Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary or an exchange agent (which, in either case, may be the Trustee) for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New SecuritiesYork; and
(viiiv) comply in all material respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Transfer Restricted Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Transfer Restricted Securities so accepted for exchange; and
(iii) cause the Trustee or the Exchange Notes Trustee, as the case may be, promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities Transfer Restricted Securities, Exchange Notes of a like principal amount of New Securities equal to the principal amount of the Transfer Restricted Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges The Initial Purchasers and agrees that the Company acknowledge that, pursuant to interpretations by the Commission's staff of Section 5 of the Act, and in the absence of an applicable exemption therefrom, each Exchanging Dealer is required to deliver a Prospectus in connection with a sale of any Broker-Exchange Notes received by such Exchanging Dealer and any such Holder using pursuant to the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Transfer Restricted Securities acquired by such Holder directly from any Issuer for its own account as a result of market-making activities or one of its Affiliatesother trading activities. Accordingly, each Holder participating the Company shall:
(i) include the information set forth in Annex A hereto on the cover of the Exchange Offer Registration Statement, in Annex B hereto in the Registered forepart of the Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation Registration Statement in a section setting forth details of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired , in Annex C hereto in the ordinary course underwriting or plan of business;distribution section of the Prospectus forming a part of the Exchange Offer Registration Statement and in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; and
(ii) such Holder will have no arrangement or understanding use its best efforts to keep the Exchange Offer Registration Statement continuously effective (subject to the existence of a Supplement Delay Period) under the Act during the Exchange Offer Registration Period for delivery by Exchanging Dealers in connection with any Person sales of Exchange Notes received pursuant to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
Registered Exchange Offer, as contemplated by Section 4 (iiig) such Holder is not an Affiliate of the Issuersbelow.
(f) If In the event that any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Transfer Restricted Securities constituting any portion of an unsold allotmentallotment of Notes, at the written request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person party purchasing New Securities Exchange Notes registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Transfer Restricted Securities, a like principal amount of New SecuritiesExchange Notes. Exchange Notes issued in exchange for Transfer Restricted Securities constituting any portion of an unsold allotment of Notes which are not registered under a Shelf Registration Statement as contemplated by Section 3 hereof shall bear a legend as to restrictions on transfer. The Issuers Company shall use their best efforts seek to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities Exchange Notes as for New Securities Exchange Notes issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities Settlement Date (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of the date of the original issuance of the Securities Settlement Date (or if such 330th 180th day is not a Business Day, the next succeeding Business Day) and (ii) consummate the Registered Exchange Offer within 210 days of the Settlement Date (or if such 210th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities New Notes for New Securities Exchange Notes (assuming provided that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities Exchange Notes in the ordinary course of such Holder’s business, has no arrangements with any Person person to participate in the distribution of the New Securities Exchange Notes and is not prohibited by any law law, rule or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 40 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law) (the “Expiration Date”);
(iii) use their its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act to ensure that it is available for sales of New Securities Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the Exchange Notes Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities New Notes at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) if requested by the Commission prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); , and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person person to distribute the New Securities Exchange Notes to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities Exchange Notes in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New SecuritiesExchange Notes; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities New Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s4(t) all Securities New Notes so accepted for exchange; and
(iii) cause the Exchange Notes Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities New Notes a principal amount of New Securities Exchange Notes equal to the principal amount of the Securities New Notes of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; , and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities Exchange Notes obtained by such Holder in exchange for Securities New Notes acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities Exchange Notes received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the distribution of the Securities New Notes or the New Securities Exchange Notes within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Subject to Section 3 below, the Company shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of the date of the original issuance of the Securities (or if such 330th 180th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than at least 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;; and
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder is hereby acknowledges deemed to acknowledge and agrees agree that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (WMC Olympic Dam Corp Pty LTD)
Registered Exchange Offer. Resales of New Securities by Exchanging Dealers; Private Exchange.
(a) The Issuers Company shall prepare and, not later than 210 within 90 days following the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day)Closing Date, shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 150 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day)Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming (i) that such Holder is not an Affiliate affiliate, as defined in Rule 405 of any Issuerthe Act, acquires of the Company, (ii) that such Holder is acquiring the New Securities in the ordinary course of such Holder’s business, 's business and (iii) that such Holder has no arrangements arrangement or undertaking with any Person person to participate in the distribution (within the meaning of the Act) of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange OfferSecurities) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal (which shall include deemed representations by the Holders to the effect set forth under (i), (ii) and (iii) in paragraph (b) above) and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 50 days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in Manhattan, The City of New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New SecuritiesYork; and
(viiiv) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee or the New Securities Trustee, as the case may be, promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the in principal amount of to the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges The Initial Purchaser and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer Company acknowledge that, pursuant to participate in a distribution interpretations by the Commission's staff of Section 5 of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Act, and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter absence of an applicable exemption therefrom, each Exchanging Dealer is required to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act deliver a Prospectus in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, a sale of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be Exchanging Dealer pursuant to the Registered Exchange Offer in exchange for Securities acquired for its own account as a result of market-making activities or other trading activities. Accordingly, the Company shall:
(i) include the information set forth in Annex A hereto on the cover of the Exchange Offer Registration Statement, in Annex B hereto in the ordinary course forepart of business;the Exchange Offer Registration Statement in a section setting forth details of the Exchange Offer, and in Annex C hereto in the "Underwriting" or "Plan of Distribution" section of the Prospectus forming a part of the Exchange Offer Registration Statement, and include the information set forth in Annex D hereto in the letter of transmittal delivered pursuant to the Registered Exchange Offer; and
(ii) such Holder will have no arrangement or understanding keep the Exchange Offer Registration Statement continuously effective under the Act during the Exchange Offer Registration Period for delivery by NYDOCS01/571257 2 Exchanging Dealers in connection with any Person to participate in the distribution sales of the Securities or the New Securities within received pursuant to the meaning of the Act; and
(iiiRegistered Exchange Offer, as contemplated by Section 4(h) such Holder is not an Affiliate of the Issuersbelow.
(f) If any In the event that the Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such the Initial Purchaser, the Issuers Company shall issue and deliver to such the Initial Purchaser or the Person party purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such the Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their best efforts seek to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Agreement (Qwest Communications International Inc)
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later ------------------------- than 210 90 days following the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day)Securities, shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 210 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day)Securities.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 45 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, if requested or required by the Commission, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) ---------------------------------- and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) ---------------------------- including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation cancelation in accordance with the Indenture and pursuant to Section 4(s5(s) all Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., ---------------------- Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. ---- ---------------------------------- avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:Offer or prior to any notice the Company is required to give the Commission under Section 2(c)(vi):
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Company and the Guarantors shall prepare and, not later than 210 135 days following the date of the original issuance of the Securities (or if such 210th 135th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company and the Guarantors shall use their respective reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 225 days of the date of the original issuance of the Securities (or if such 330th 225th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) mail or electronically transmit to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 calendar days and not more than 30 45 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act Act, to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers Company and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers Company and the Guarantors have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's and the Guarantors' information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all material respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) accept for exchange all Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s5(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities, if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Company or one of its Affiliates, (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and such transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its AffiliatesAct. Accordingly, each Holder participating in the Registered Exchange Offer shall be required in writing to represent to the Issuers Company and the Guarantors that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and;
(iii) such Holder is not an Affiliate of the IssuersCompany or any of the Guarantors (or if it is, that it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable); and
(iv) if such Holder is a broker-dealer, that it will receive New Securities for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will deliver a prospectus in connection with any resale of such New Securities.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company and the Guarantors shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities from such Initial Purchaser, in each case if such New Securities have been registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaserhereof, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company and the Guarantors shall use their respective best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Kingsey Falls Investments Inc.)
Registered Exchange Offer. (a) The Issuers Except to the extent that Section 3(a) below shall apply, the Company shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day)Securities, shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day)Securities.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade transfer such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, if requested or required by the Commission, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable lawslaws relating to the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation cancelation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) issue and cause the New Securities Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Alamosa Holdings LLC)
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities Issue Date (or if such 210th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of following the date of the original issuance of the Securities Issue Date (or if such 330th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements or understandings with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law)) and use its reasonable best efforts to close the Registered Exchange Offer within 45 days after the Exchange Offer Registration Statement is declared effective;
(iii) if the Company receives notice from an Exchanging Dealer either in the Letter of Transmittal or within 20 days after consummation of the Registered Exchange Offer that such Exchanging Dealer holds Securities acquired for the account of such Exchanging Dealer as a result of market-making or other trading activities, use their its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co.Morgxx Xxxnxxx & Xo., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co.Morgxx Xxxnxxx & Xo., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman Sheaxxxx & Sterling dated Xterxxxx xxxed July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and unless such transaction is exempt from such requirements. Absent such exemption, any secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If If, prior to the consummation of the Registered Exchange Offer, any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, 6 7 the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer. Upon consummation of the Registered Exchange Offer in accordance with this Section 2, the Company shall have no further obligation to register Securities pursuant to Section 3(i) or (ii).
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Company shall use its reasonable best efforts to prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or October 5, 2004(or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 210 days of the date of the original issuance of the Securities (or October 5, 2004(or if such 330th 210th day is not a Business Day, the next succeeding Business Day). The Company shall include the Securities in any filing made pursuant to Section 2 of the Initial Registration Rights Agreement.
(ba) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States. The Company shall use its reasonable best efforts to issue, on or prior to 30 Business Days (or longer, if required by the Federal Securities laws) after the date on which the Exchange Offer Registration Statement was declared effective, such New Securities in exchange for all Securities tendered in accordance with section (b) below prior thereto in the Registered Exchange Offer.
(cb) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Shearman & Sterling (pub. avail. July 2, 1993); and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all material respects with all applicable laws.
(dc) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of Securities, New Securities in an amount equal to the principal amount of the Securities of such Holder so accepted for exchange.
(ed) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to ) and Shearman & Sterling dated (July 2, 1993 1993) and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, as a condition to its participation in the Registered Exchange Offer, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company in the letter of transmittal relating to the Registered Exchange Offer or by other means that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(fe) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (American Tower Corp /Ma/)
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 210 120 days following the date of the original issuance of the Securities Closing Date (or if such 210th 120th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its reasonable best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 330 210 days of the date of the original issuance of the Securities Closing Date (or if such 330th 210th day is not a Business Day, the next succeeding Business Day) and (ii) consummate the Registered Exchange Offer within 255 days of the Closing Date (or if such 255th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities Notes for New Securities Exchange Notes (assuming provided that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities Exchange Notes in the ordinary course of such Holder’s business, has no arrangements or understandings with any Person person to participate in the distribution of the New Securities Exchange Notes and is not prohibited by any law law, rule or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 40 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law) (the “Expiration Date”);
(iii) use their its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act to ensure that it is available for sales of New Securities Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities Notes at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991); , and (B) including a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person person to distribute the New Securities Exchange Notes to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company’s information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities Exchange Notes in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New SecuritiesExchange Notes; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities Exchange Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities Notes so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the Issuers.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Gatx Financial Corp)
Registered Exchange Offer. (a) The Issuers Company and the Guarantors shall prepare and, not later than 210 180 days following after the date of the original issuance of the Securities Closing Date (or if such 210th 180th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company and the Guarantors shall use their respective reasonable best efforts to cause the Exchange Offer Registration Statement to become be declared effective under the Act within 330 not later than 270 days of after the date of the original issuance of the Securities Closing Date (or if such 330th 270th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of the Company or any Issuerof the Guarantors, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Guarantors shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days days after the date notice thereof is mailed to the Holders and not more than 45 days after the Exchange Offer Registration Statement is declared effective (or, in each case, longer if required by applicable law);
(iii) use their respective reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act Act, to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business12:00 midnight, New York City time, on at the end of the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to the effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers Company and the Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the Issuers.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 210 days following the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to Unless the Registered Exchange Offer. The Offer would not be permitted by applicable law or Commission policy, the Issuers shall and the Guarantors will:
(i) use their best all commercially reasonable efforts to cause to be filed with the Exchange Offer Commission, after the Closing Date, a Registration Statement; and
(ii) use all commercially reasonable efforts to cause such Registration Statement to become effective under the Act within 330 300 days of the date of the original issuance of the Securities (or if such 330th day is not a Business Day, the next succeeding Business Day)Closing Date.
(b) Upon the effectiveness of the Exchange Offer Registration Statement, unless the Registered Exchange Offer would not be permitted by applicable law or Commission policy, the Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuer, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required, under the Act in order to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and transaction, which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the Issuersany Issuer.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 210 days following the date of the original issuance of the Securities (or if such 210th day is not a Business DayExcept as set forth in Section 3 below, the next succeeding Business Day)Company shall prepare, at its cost, and shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their best commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 days not later than the later of (i) the date of the original issuance of the Securities 30th day (or if such 330th 30th day is not a Business Day, the next succeeding Business Day) following the Company’s filing of a Form 8-K or an amendment thereto including the financial statements of KCA Deutag International Limited (“KCA Deutag”) and pro forma financial information related to the Company’s acquisition of KCA Deutag required by Items 9.01(a) and 9.01(b) of Form 8-K (the “KCAD Financials Form 8-K”) and (ii) the 270th day following the Initial Placement (or if such 270th day is not a Business Day, the next succeeding Business Day) (the “Exchange Offer Registration Statement Effectiveness Deadline”).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuer, acquires the New Securities in the ordinary course of such Holder’s business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail or otherwise furnish in accordance with Commission rules to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;documents;
(ii) keep commence and use commercially reasonable efforts to complete the Registered Exchange Offer promptly, but no later than the later of (i) the 60th day (or if such 60th day is not a Business Day, the next succeeding Business Day) following the Company’s filing of the KCAD Financials Form 8-K and (ii) the 300th day following the Initial Placement (or if such 300th day is not a Business Day, the next succeeding Business Day) (the “Exchange Offer Closing Deadline”), and hold the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date the Company mails notice thereof is mailed of the Registered Exchange Offer to the Holders (or, in each case, longer if required by applicable law);Holders;
(iii) use their best commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act to ensure that it is available for sales of New Exchange Securities by Exchanging Dealers or the Initial Purchasers during the Exchange Offer Registration Period;Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York CityOffer, which may be the Trustee, the Exchange Securities Trustee or an Affiliate of the Trustee;either of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;open; and
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all material respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s5(r) hereof all Securities so accepted for exchange; exchange; and
(iii) cause the Trustee or Exchange Securities Trustee, as the case may be, promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Exchange Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Exchange Securities (xi) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx Mxxxxx Sxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman Sxxxxxxx & Sterling dated July 2, 1993 and similar no-action letters; letters; and (yii) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Exchange Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Exchange Securities received by such Holder will be acquired in the ordinary course of business;business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Exchange Securities within the meaning of the Act; andAct;
(iii) such Holder is not an Affiliate of the Issuers.Company or if it is an Affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Act to the extent applicable;
(fiv) If any Initial Purchaser determines if such Holder is not a Broker-Dealer, that it is not eligible engaged in, and does not intend to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaserengage in, the Issuers shall issue and deliver to distribution of the Exchange Securities; and
(v) if such Initial Purchaser or the Person purchasing New Holder is a Broker-Dealer, that it will receive Exchange Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, for its own account in exchange for Securities that were acquired as a result of market-making activities or other trading activities and that it will deliver a Prospectus in connection with any resale of such Exchange Securities, a like principal amount of New Securities. The Issuers shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (Helmerich & Payne, Inc.)
Registered Exchange Offer. (a) The Issuers To the extent not prohibited by law or applicable interpretations thereof by the Commission's staff, the Company and the Subsidiary Guarantors shall prepare and, not later than 210 days following the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day), and shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company and the Subsidiary Guarantors shall use their best efforts to cause the Exchange Offer Registration Statement to become be declared effective under the Act within 330 210 days of the date of the original issuance of the Securities July 26, 2004 (or if such 330th 210th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company and the Subsidiary Guarantors shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of the Company or any IssuerSubsidiary Guarantor, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company and the Subsidiary Guarantors shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their respective best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers and other persons, if any, subject to similar prospectus delivery requirements during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York CityWilmington, Delaware which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, if required or requested by the Commission, provide a supplemental letter to the Commission (A) stating that the Issuers Company and the Subsidiary Guarantors are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988)) and MORGAN STANLEY AND CO., and Xxxxxx Xxxxxxx and Co., Inc. INC. (pub. avail. June 5, 1991); and (B) including a incxxxxxx x representation that neither the Issuers have not Company nor any Subsidiary Guarantor has entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of each of the Issuers’ Company's and the Subsidiary Guarantors' information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all material respects with all laws applicable lawsto the Registered Exchange Offer.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company and the Subsidiary Guarantors shall:
(i) accept for exchange all Securities duly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s5(s) all Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities, if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from the Company or one of its Affiliates, (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co.MORGAN STANLEY AND CO., Inc. INC. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPITAL XXXXXXGX XXXXXRATION (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and such secondary resale transactions must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its AffiliatesAct. Accordingly, each Holder participating as a condition to its participation in the Registered Exchange Offer Offer, each Holder shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany or any Subsidiary Guarantor (or, if it is an Affiliate, that it will comply with the registration and prospectus delivery requirements of the Act to the extent applicable).
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company and the Subsidiary Guarantors shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers Company shall use its reasonable best efforts to prepare andand file, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of the date of the original issuance of the Securities (or if such 330th 180th day is not a Business Day, the next succeeding Business Day) and use its reasonable best efforts to consummate the Registered Exchange Offer as promptly as practicable, but in any event within 210 days of the date of the original issuance of the Securities (or if such 210th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their its reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Acteffective, supplemented and amended as required, required under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(viivi) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Exchange and Registration Rights Agreement (Limited Brands Inc)
Registered Exchange Offer. (a) The Issuers Company shall prepare and, not later than 210 120 days following the date of the original issuance of the Securities (or if such 210th 120th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers Company shall use their its best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of the date of the original issuance of the Securities (or if such 330th 180th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers Company shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Securities (assuming that such Holder is not an Affiliate of any Issuerthe Company, acquires the New Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers Company shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days 30 days and not more than 30 Business Days 45 days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law);
(iii) use their its best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, under the Act to ensure that it is available for sales of New Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the New Securities Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are Company is conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation EXXON CAPITAL HOLDINGS CORPORATION (pub. avail. May 13, 1988), and Xxxxxx Xxxxxxx and Co.MORGAN STANLEY AND CO., Inc. INC. (pub. avail. June 5, 19911900); and xnx (BX) including xncluding a representation that the Issuers have Company has not entered into any arrangement or understanding with any Person to distribute the New Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ Company's information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers Company shall:
(i) accept for exchange all Securities tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) all Securities so accepted for exchange; and
(iii) cause the New Securities Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co.MORGAN STANLEY AND CO., Inc. INC. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation EXXON CAPIXXX XXLXXXXX XORPORATION (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer the Company or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers Company that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the IssuersCompany.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers Company shall issue and deliver to such Initial Purchaser or the Person purchasing New Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Securities. The Issuers Company shall use their its best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities as for New Securities issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Samples: Registration Rights Agreement (International Speedway Corp)
Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities Settlement Date (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their best efforts to (i) cause the Exchange Offer Registration Statement to become effective under the Act within 330 180 days of the date of the original issuance of the Securities Settlement Date (or if such 330th 180th day is not a Business Day, the next succeeding Business Day) and (ii) consummate the Registered Exchange Offer within 210 days of the Settlement Date (or if such 210th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities New Notes for New Securities Exchange Notes (assuming provided that such Holder is not an Affiliate of any Issuerof the Issuers, acquires the New Securities Exchange Notes in the ordinary course of such Holder’s business, has no arrangements with any Person person to participate in the distribution of the New Securities Exchange Notes and is not prohibited by any law law, rule or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Securities Exchange Notes from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days after the date notice thereof is mailed to the Holders (or, in each case, longer if required by applicable law) (the “Expiration Date”);
(iii) use their best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act to ensure that it is available for sales of New Securities Exchange Notes by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee, the Exchange Notes Trustee or an Affiliate of the Trusteeeither of them;
(v) permit Holders to withdraw tendered Securities New Notes at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is openExpiration Date;
(vi) prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); , and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person person to distribute the New Securities Exchange Notes to be received in the Registered Exchange Offer and that, to the best of the Issuers’ information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Securities Exchange Notes in the ordinary course of business and has no arrangement or understanding with any Person person to participate in the distribution of the New SecuritiesExchange Notes; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:
(i) accept for exchange all Securities New Notes tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s4(t) all Securities New Notes so accepted for exchange; and
(iii) cause the Exchange Notes Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities New Notes a principal amount of New Securities Exchange Notes equal to the principal amount of the Securities New Notes of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Securities Exchange Notes (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction transaction, and any secondary resale transactions by such Holder must be covered by an effective registration statement containing the selling security holder and plan of distribution information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Securities Exchange Notes obtained by such Holder in exchange for Securities New Notes acquired by such Holder directly from any Issuer of the Issuers or one of its their respective Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Securities Exchange Notes received by such Holder will be acquired in the ordinary course of such Holder’s business;
(ii) such Holder will have no arrangement or understanding with any Person person to participate in the distribution of the Securities New Notes or the New Securities Exchange Notes within the meaning of the Act; and
(iii) such Holder is not an Affiliate of any of the Issuers.
(f) If any Initial Purchaser Dealer Manager determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities New Notes constituting any portion of an unsold allotment, at the request of such Initial PurchaserDealer Manager, the Issuers shall issue and deliver to such Initial Purchaser Dealer Manager or the Person person purchasing New Securities Exchange Notes registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial PurchaserDealer Manager, in exchange for such SecuritiesNew Notes, a like principal amount of New SecuritiesExchange Notes. The Issuers shall use their best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number for such New Securities Exchange Notes as for New Securities Exchange Notes issued pursuant to the Registered Exchange Offer.
Appears in 1 contract
Registered Exchange Offer. (a) The Issuers shall prepare and, not later than 210 90 days following the date of the original issuance of the Securities (or if such 210th 90th day is not a Business Day, the next succeeding Business Day), shall use their best efforts to file with the Commission the Exchange Offer Registration Statement with respect to the Registered Exchange Offer. The Issuers shall use their reasonable best efforts to cause the Exchange Offer Registration Statement to become effective under the Act within 330 210 days of the date of the original issuance of the Securities (or if such 330th 210th day is not a Business Day, the next succeeding Business Day).
(b) Upon the effectiveness of the Exchange Offer Registration Statement, the Issuers shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each Holder electing to exchange Securities for New Exchange Securities (assuming that such Holder is not an Affiliate of any Issuer, acquires the New Exchange Securities in the ordinary course of such Holder’s 's business, has no arrangements with any Person to participate in the distribution of the New Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such New Exchange Securities from and after their receipt without any limitations or restrictions under the Act and without material restrictions under the securities or “blue sky” laws of a substantial proportion of the several states of the United States.
(c) In connection with the Registered Exchange Offer, the Issuers shall:
(i) mail to each Holder a copy of the Prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;
(ii) keep the Registered Exchange Offer open for not less than 20 Business Days and not more than 30 Business Days days after the date notice thereof is mailed to the Holders (or, in each case, or longer if required by applicable law);
(iii) use their reasonable best efforts to keep the Exchange Offer Registration Statement continuously effective under the Act, supplemented and amended as required, required under the Act Act, to ensure that it is available for sales of New Exchange Securities by Exchanging Dealers during the Exchange Offer Registration Period;
(iv) utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan in New York City, which may be the Trustee or an Affiliate of the Trustee;
(v) permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last Business Day on which the Registered Exchange Offer is open;
(vi) if requested by the Commission, prior to effectiveness of the Exchange Offer Registration Statement, provide a supplemental letter to the Commission (A) stating that the Issuers are conducting the Registered Exchange Offer in reliance on the position of the Commission in Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), ) and Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991); and (B) including a representation that the Issuers have not entered into any arrangement or understanding with any Person to distribute the New Exchange Securities to be received in the Registered Exchange Offer and that, to the best of the Issuers’ ' information and belief, each Holder participating in the Registered Exchange Offer is acquiring the New Exchange Securities in the ordinary course of business and has no arrangement or understanding with any Person to participate in the distribution of the New Exchange Securities; and
(vii) comply in all respects with all applicable laws.
(d) As soon as practicable after the close of the Registered Exchange Offer, the Issuers shall:
(i) accept for exchange all Securities validly tendered and not validly withdrawn pursuant to the Registered Exchange Offer;
(ii) deliver to the Trustee for cancellation in accordance with the Indenture and pursuant to Section 4(s) hereof all Securities so accepted for exchange; and
(iii) cause the Trustee promptly to authenticate in accordance with the Indenture a global certificate in a form eligible for deposit with the Depository Trust Company, representing New Securities exchanged for Securities and deliver to each Holder of Securities a principal amount of New Exchange Securities equal to the principal amount of the Securities of such Holder so accepted for exchange.
(e) Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Registered Exchange Offer to participate in a distribution of the New Exchange Securities (x) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission in Xxxxxx Xxxxxxx and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as interpreted in the Commission’s 's letter to Shearman & Sterling dated July 2, 1993 and similar no-action letters; and (y) must comply with the registration and prospectus delivery requirements of the Act in connection with any secondary resale transaction and which must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K under the Act if the resales are of New Exchange Securities obtained by such Holder in exchange for Securities acquired by such Holder directly from any Issuer or one of its Affiliates. Accordingly, each Holder participating in the Registered Exchange Offer shall be required to represent to the Issuers that, at the time of the consummation of the Registered Exchange Offer:
(i) any New Exchange Securities received by such Holder will be acquired in the ordinary course of business;
(ii) such Holder will have no arrangement or understanding with any Person to participate in the distribution of the Securities or the New Exchange Securities within the meaning of the Act; and
(iii) such Holder is not an Affiliate of the Issuersany Issuer.
(f) If any Initial Purchaser determines that it is not eligible to participate in the Registered Exchange Offer with respect to the exchange of Securities constituting any portion of an unsold allotment, at the request of such Initial Purchaser, the Issuers shall issue and deliver to such Initial Purchaser or the Person purchasing New Exchange Securities registered under a Shelf Registration Statement as contemplated by Section 3 hereof from such Initial Purchaser, in exchange for such Securities, a like principal amount of New Exchange Securities. The Issuers shall use their reasonable best efforts to cause the CUSIP Service Bureau to issue the same CUSIP number and ISIN numbers to be assigned for such New Exchange Securities as for New Exchange Securities issued pursuant to the Registered Exchange Offer.
(g) Interest on each Exchange Security shall accrue from the last date on which interest was paid on the Security surrendered in exchange therefor or, if no interest has been paid on such Security, from the date of such Security's original issue.
Appears in 1 contract
