No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 64 contracts
Samples: Purchase Agreement (Legacy Reserves Lp), Purchase Agreement (Kemet Corp), Purchase Agreement (Bill Barrett Corp)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 20 contracts
Samples: Purchase Agreement (Conns Inc), Purchase Agreement (Stonemor Partners Lp), Purchase Agreement (Tempur Pedic International Inc)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each the Subsequent Purchaser Purchasers in the manner contemplated by this Agreement Agreement, the Pricing Disclosure Package and the Final Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, or to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 6 contracts
Samples: Purchase Agreement (Energy Xxi (Bermuda) LTD), Purchase Agreement (Clayton Williams Energy Inc /De), Purchase Agreement (Clayton Williams Energy Inc /De)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (as amended, the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 5 contracts
Samples: Purchase Agreement (Pioneer Drilling Co), Purchase Agreement (Laredo Petroleum, Inc.), Purchase Agreement (Sonic Automotive Inc)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 2(d) hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 4 contracts
Samples: Purchase Agreement (Sunoco LP), Purchase Agreement (Sunoco LP), Purchase Agreement (Sunoco LP)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities Notes to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities Notes under the Securities Act or, until such time as the Exchange Securities Notes are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 3 contracts
Samples: Purchase Agreement (Epicor Software Corp), Purchase Agreement (Burlington Coat Factory Investments Holdings, Inc.), Purchase Agreement (Texas Market Tire, Inc.)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 3 contracts
Samples: Purchase Agreement (Nexstar Broadcasting Group Inc), Purchase Agreement (Nexstar Broadcasting Group Inc), Purchase Agreement (Nexstar Broadcasting Group Inc)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 2(d) hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (as amended, the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 3 contracts
Samples: Purchase Agreement (Delek Logistics Partners, LP), Purchase Agreement (Sunoco LP), Purchase Agreement (Sunoco LP)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the applicable procedures set forth in Section 7 4 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and Agreement, the Pricing Disclosure Package or the Final Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, or to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 3 contracts
Samples: Purchase Agreement (Vital Energy, Inc.), Purchase Agreement (Vital Energy, Inc.), Purchase Agreement (Laredo Petroleum, Inc.)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 3(c) hereof and with the procedures set forth in Section 7 8 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 3 contracts
Samples: Purchase Agreement (Scotts Miracle-Gro Co), Purchase Agreement (Scotts Miracle-Gro Co), Purchase Agreement (Scotts Miracle-Gro Co)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 8 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are may be issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 3 contracts
Samples: Purchase Agreement (Steel Dynamics Inc), Purchase Agreement (Steel Dynamics Inc), Purchase Agreement (Steel Dynamics Inc)
No Registration Required. Subject to Assuming the accuracy of the representations and warranties of the Initial Purchasers set forth in Section 1(d) hereof and compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 5 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities Notes to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities Notes under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, or to qualify the Indenture under the Trust Indenture Act of 1939 (as amended, the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 3 contracts
Samples: Purchase Agreement (Molina Healthcare, Inc.), Purchase Agreement (Molina Healthcare, Inc.), Purchase Agreement (Molina Healthcare, Inc.)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section Sections 2 and 3(c) hereof and with the procedures set forth in Section 7 8 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 2 contracts
Samples: Purchase Agreement (Scotts Miracle-Gro Co), Purchase Agreement (Scotts Miracle-Gro Co)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 2(e) hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued issued, pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “"Trust Indenture Act,” ", which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 2 contracts
Samples: Purchase Agreement (Clean Towel Service Inc), Pac-West Telecomm Inc
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 8 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are may be issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 2 contracts
Samples: Purchase Agreement (Steel Dynamics Inc), Purchase Agreement (Steel Dynamics Inc)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 2(d) hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 2 contracts
Samples: Purchase Agreement (Summit Midstream Partners, LP), Purchase Agreement (Parker Drilling Co /De/)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section SECTION 2 hereof and with the procedures set forth in Section SECTION 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 2 contracts
Samples: Purchase Agreement (Coinstar Inc), Purchase Agreement (Outerwall Inc)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term1939, as used hereinamended, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Trust Indenture Act”).
Appears in 2 contracts
Samples: Purchase Agreement (Kansas City Southern), Purchase Agreement (Kansas City Southern)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and by such Initial Purchasers to each their respective Subsequent Purchaser Purchasers in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, or to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 2 contracts
Samples: Purchase Agreement (Energizer Holdings Inc), Purchase Agreement (Energizer SpinCo, Inc.)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and the initial resale by them to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 2 contracts
Samples: Purchase Agreement (Warner Chilcott PLC), Purchase Agreement (Warner Chilcott PLC)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the applicable rules and regulations of the Commission promulgated thereunder).
Appears in 2 contracts
Samples: Purchase Agreement (Gateway Trade Center Inc.), Purchase Agreement (New Enterprise Stone & Lime Co., Inc.)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities Notes to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities Notes under the Securities Act or, until such time as the Exchange Securities Notes are issued pursuant to an effective registration statement, to qualify the Indenture Indentures under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term1939, as used hereinamended, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Trust Indenture Act”).
Appears in 2 contracts
Samples: Purchase Agreement (Kansas City Southern De Mexico, S.A. De C.V.), Purchase Agreement (Kansas City Southern)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “"Trust Indenture Act,” " which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 2 contracts
Samples: Registration Rights Agreement (Ames True Temper, Inc.), Registration Rights Agreement (Ames True Temper, Inc.)
No Registration Required. Subject to the accuracy of, and compliance by the Initial Purchasers with with, the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, or to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 2 contracts
Samples: Purchase Agreement (TopBuild Corp), Purchase Agreement (TopBuild Corp)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 2(b) hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser subsequent purchaser in the manner contemplated by this Agreement and the Time of Sale Memorandum and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder”).
Appears in 2 contracts
Samples: Purchase Agreement (Northern Oil & Gas, Inc.), Purchase Agreement (Northern Oil & Gas, Inc.)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 2(d) hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum Memorandum, to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser and the conversion of the Securities into Common Stock, in each case in the manner contemplated by this Agreement Agreement, the Disclosure Package and the Final Offering Memorandum to register the Securities or the Common Stock under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, or to qualify the Indenture Indentures under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
Samples: Registration Rights Agreement (Stewart Enterprises Inc)
No Registration Required. Subject to compliance by the Initial Purchasers Purchaser with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers Purchaser and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 2(e) hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “"Trust Indenture Act,” " which term, as used herein, includes the rules and regulations xxxxxxxx xxx xxxxx xxx xxxxxxxions of the Commission promulgated thereunder).
Appears in 1 contract
Samples: Atwood Mobile Products Inc
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 2(e) hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “"Trust Indenture Act,” " which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
Samples: Juno Lighting Inc
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 2(e) hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued issued, pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “"Trust Indenture Act,” ", which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the registration statement registering the Exchange Securities are issued pursuant to an is declared effective registration statementby the Commission, to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “"Trust Indenture Act,” " which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 2(e) hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” ”, which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
Samples: Credit Agreement (ASG Finance, Inc.)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 2(e) hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “"Trust Indenture Act,” ", which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
Samples: American Seafoods Inc
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and the initial resale by the Initial Purchasers of the Securities to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, or to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture Indentures under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “"Trust Indenture Act,” " which term, as used herein, includes the rules and regulations incxxxxx xxx xxxxx xxx xxxxxxxxxxs of the Commission promulgated thereunder).
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof6 hereof and compliance by all Subsequent Purchasers with the "Notice to Investors" section in the Offering Memorandum, it is not necessary in connection with the offer, sale and delivery of the Original Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Original Securities under the Securities 1933 Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, or to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture "1939 Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder").
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “"Trust Indenture Act,” " which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
Samples: Purchase Agreement (Invacare Corp)
No Registration Required. Subject to compliance by the Initial Purchasers with accuracy of the representations and warranties set forth in Section 2 2(d) hereof and compliance by the Initial Purchasers with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum Circular to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
No Registration Required. Subject to the accuracy of, and compliance by the Initial Purchasers with with, the representations and warranties set forth in Section 2 hereof and with the applicable procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (as amended, the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
Samples: Purchase Agreement (ARKO Corp.)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities Notes to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities Notes under the Securities Act or, until such time as the Exchange Securities Notes are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term1939, as used hereinamended, includes and the rules and regulations of the Commission promulgated thereunderthereunder (collectively, the “Trust Indenture Act”).
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
Samples: Purchase Agreement (U.S. Legend Cars International, Inc.)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the registration statement registering the Exchange Securities are issued pursuant to an is declared effective registration statementby the Commission, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 8 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers Purchaser with the representations representations, warranties and warranties covenants set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers Purchaser and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the offer, issuance and sale of the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to Debentures by the Initial Purchasers and to each Subsequent Purchaser and the conversion of the Debentures into Conversion Shares, in each case in the manner contemplated by this Agreement Agreement, the Indenture, the Pricing Disclosure Package and the Offering Memorandum Memorandum, to register the Securities Debentures or the Conversion Shares under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, or to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “"Trust Indenture Act,” " which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
Samples: Purchase Agreement (Invacare Corp)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum Circular to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
Samples: Purchase Agreement (Burlington Coat Factory Investments Holdings, Inc.)
No Registration Required. Subject to compliance by the Initial Purchasers with accuracy of the representations and warranties set forth in Section 2 hereof and compliance by the Initial Purchasers with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement Agreement, the Pricing Disclosure Package and the Offering Memorandum Circular to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, or to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 1(f) hereof and with the procedures set forth in Section 7 5 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
Samples: Hanesbrands Inc.
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time time, if any, as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 8 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Final Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
Samples: Purchase Agreement (Westinghouse Air Brake Technologies Corp)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities Notes are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
No Registration Required. Subject to compliance by Assuming the Initial Purchasers with accuracy of the representations and warranties of the Initial Purchasers set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser by the Initial Purchasers in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, or to qualify the Indenture under the Trust Indenture Act of 1939 1939, as amended (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
Samples: Execution Version (Booz Allen Hamilton Holding Corp)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 2(e) hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated 2 by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued registered pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “"Trust Indenture Act,” ", which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract
Samples: Action Performance Companies (Action Performance Companies Inc)
No Registration Required. Subject to compliance by the Initial Purchasers with the representations representations, warranties and warranties agreements set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).
Appears in 1 contract