Delivery of Offering Memorandum. Each Initial Purchaser will deliver to each purchaser of the Securities from such Initial Purchaser, in connection with its original distribution of the Securities, a copy of the Offering Memorandum, as amended and supplemented at the date of such delivery.
Delivery of Offering Memorandum. The Company has delivered to each Initial Purchaser, without charge, as many copies of the Preliminary Offering Memorandum (as amended or supplemented) thereto and documents incorporated by reference therein as such Initial Purchaser reasonably requested, and the Company hereby consents to the use of such copies. The Company will furnish to each Initial Purchaser, without charge, such number of copies of the Final Offering Memorandum thereto and documents incorporated by reference therein as such Initial Purchaser may reasonably request.
Delivery of Offering Memorandum. The Initial Purchaser will deliver to each purchaser of the Securities from the Initial Purchaser, in connection with its original distribution of the Securities, a copy of the Offering Memorandum, as amended and supplemented at the date of such delivery.
Delivery of Offering Memorandum. The Company hereby consents to the use by the Initial Purchasers of the copies of the Preliminary Offering Memorandum (as amended or supplemented) and documents incorporated by reference therein that have heretofore been made available to the Initial Purchasers. The Company will furnish to each Initial Purchaser, without charge, such number of copies of the Final Offering Memorandum thereto and documents incorporated by reference therein as such Initial Purchaser may reasonably request, provided that the Company need not furnish any documents incorporated by reference in the Final Offering Memorandum to the extent such documents are at such time available on XXXXX.
Delivery of Offering Memorandum. Each Initial Purchaser will deliver to each purchaser of the Securities from such Initial Purchaser, in connection with its original distribution of the Securities, a copy of the Offering Memorandum, as amended and supplemented at the date of such delivery. The Initial Purchasers understand that the Company and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Section 8 hereof, counsel for the Company and counsel for the Initial Purchasers will rely upon the accuracy and truth of the foregoing representations and hereby consents to such reliance.
Delivery of Offering Memorandum. No later than 12:00 p.m. (New York City time) on September 24, 2018, the Company shall deliver to the Commitment Parties and any underwriter or initial purchaser engaged by the Company to sell the New Second Lien PIK Toggle Notes: (i) a preliminary Rule 144A / Regulation S confidential offering memorandum relating to the issuance of the New Second Lien PIK Toggle Notes (and, as applicable, the issuance of the senior secured first lien debt) suitable for use in a customary “high-yield road show” (the “Offering Memorandum”) and including the financial statements required to be delivered to satisfy the covenants set forth in Section 6.15 and which will be in a form that will enable the independent registered public accountants of the Company to deliver to the Commitment Parties and any underwriter or initial purchaser engaged by the Debtors to sell the New Second Lien PIK Toggle Notes customary “comfort” letters (including customary “negative assurances”, it being agreed that the only “comfort” required with respect to pro forma 17-13193-mew Doc 542-3 Filed 08/29/18 Entered 08/29/18 19:09:16 Exhibit C: A&R Commitment Agreement Pg 32 of 60 financial information shall be customary “negative assurances”) on the Closing Date and (ii) drafts of customary comfort letters by the independent public registered accountants of the Company which such accountants are prepared to issue upon completion of customary procedures and otherwise in form and substance customary for Rule 144A / Regulation S high yield debt offerings. The Commitment Parties and any underwriter or initial purchaser engaged by the Debtors to sell the New Second Lien PIK Toggle Notes shall have been afforded a period of not less than 15 consecutive business days to seek to place the New Second Lien PIK Toggle Notes with the customary active cooperation of the Company (including its chief executive officer, chief financial officer and chief operating officer, which officers shall have made themselves reasonably available to market the New Second Lien PIK Toggle Notes during such period at times and locations mutually agreed with the Commitment Parties and any underwriter or initial purchaser engaged by the Debtors to sell the New Second Lien PIK Toggle Notes) after (x) delivery of the Offering Memorandum, and (y) the entry of the Authorization Order by the Bankruptcy Court; provided that such period shall not be deemed to have commenced prior to September 4, 2018.
Delivery of Offering Memorandum. The Initial Purchasers will deliver to each Subsequent Purchaser of the Notes from the Initial Purchasers, in connection with its original distribution of the Notes, a copy of the Offering Memorandum, as amended and supplemented at the date of such delivery.
Delivery of Offering Memorandum. It will deliver to each Subsequent Purchaser of the Securities, in connection with such Initial Purchaser’s original distribution of the Offered Securities, a copy of the Final Offering Memorandum, as amended and supplemented at the date of such delivery, provided that the Company complies with Section 5(b) hereof.
Delivery of Offering Memorandum. Each Initial Purchaser will deliver to each purchaser of the Securities from such Initial Purchaser, in connection with its original distribution of the Securities, a copy of the Offering Memorandum, as amended and supplemented at the date of such delivery and, in the case of purchasers resident in Canada, a copy of the Canadian Offering Memorandum, as amended and supplemented at the date of such delivery.
Delivery of Offering Memorandum. To furnish promptly to the Initial Purchasers and those persons identified by the Initial Purchasers, without charge, as many copies of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments or supplements thereto, as the Initial Purchasers may reasonably request. The Ventas Entities consent to the use of the Preliminary Offering Memorandum and the Offering Memorandum, and any amendments and supplements thereto required pursuant to this Agreement, by the Initial Purchasers in connection with Exempt Resales in accordance with Section 1(c) hereof.
