Common use of Exchange Offer Registration Statement Clause in Contracts

Exchange Offer Registration Statement. The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

Appears in 12 contracts

Samples: Registration Rights Agreement (Seventy Seven Energy Inc.), Registration Rights Agreement (Broadcom Corp), Registration Rights Agreement (Chrysler Group LLC)

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Exchange Offer Registration Statement. The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act, to certain institutional “accredited investors,” as such term is defined in Rule 501(a)(1), (2), (3) and (7) of Regulation D under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

Appears in 7 contracts

Samples: Registration Rights Agreement (Ryerson International Material Management Services, Inc.), Registration Rights Agreement (Parker Drilling Co /De/), Registration Rights Agreement (Kraton Polymers LLC)

Exchange Offer Registration Statement. The Registration Statement relating ------------------------------------- to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose -------------- to sell the Initial Securities Series A Notes to certain "qualified institutional buyers," as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

Appears in 5 contracts

Samples: Registration Rights Agreement (Crown Castle International Corp), Registration Rights Agreement (Insight Capital Inc), Registration Rights Agreement (Pacific Environmental Group Inc /Pa)

Exchange Offer Registration Statement. The Registration Statement relating ------------------------------------- to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose -------------- to sell the Initial Securities Notes to certain "qualified institutional buyers," as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to resales undertaken in compliance with Regulation S under the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Global Crossing Holdings LTD), Registration Rights Agreement (Global Crossing LTD)

Exchange Offer Registration Statement. The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act Act, and to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Sally Holdings LLC), Registration Rights Agreement (Energy Partners LTD)

Exchange Offer Registration Statement. The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities Notes to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Alliance Imaging Inc /De/), Registration Rights Agreement (Alliance HealthCare Services, Inc)

Exchange Offer Registration Statement. The Registration Statement relating to the Exchange Offer, including the related Prospectus, as defined in Section 3(a) hereof. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

Appears in 2 contracts

Samples: Registration Rights Agreement (Midstates Petroleum Company, Inc.), Registration Rights Agreement (Midstates Petroleum Company, Inc.)

Exchange Offer Registration Statement. The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act. Exchange Guarantees: The guarantees by the Guarantors of the Exchange Notes.

Appears in 1 contract

Samples: Registration Rights Agreement (Hanesbrands Inc.)

Exchange Offer Registration Statement. The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Transfer Restricted Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Fairpoint Communications Inc)

Exchange Offer Registration Statement. The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities Series A Notes (i) to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act and (ii) outside the United States to certain non-U.S. persons Persons pursuant to Regulation S the requirements of Rule 903 under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (General Geophysics Co)

Exchange Offer Registration Statement. The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions Transactions in which the Initial Purchasers propose to sell the Initial Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Gray Television Inc)

Exchange Offer Registration Statement. The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities Series A Notes to certain "qualified institutional buyers," as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement

Exchange Offer Registration Statement. The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities Notes to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act, to certain institutional “accredited investors,” as such term is defined in Rule 501(a)(1), (2), (3) and (7) of Regulation D under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (PNA Group Holding CORP)

Exchange Offer Registration Statement. The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose Purchaser proposes to sell the Initial Securities Notes to certain "qualified institutional buyers," as such term is defined in Rule 144A under the Securities Act Act, and to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Moog Inc)

Exchange Offer Registration Statement. The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to in offshore transactions in reliance on Regulation S under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Pioneer Drilling Co)

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Exchange Offer Registration Statement. The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities Notes to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act. Existing Notes: See the introductory paragraphs hereto.

Appears in 1 contract

Samples: Registration Rights Agreement (Mercer International Inc.)

Exchange Offer Registration Statement. The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to in offshore transactions in reliance on Regulation S under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Pioneer Energy Services Corp)

Exchange Offer Registration Statement. The Registration Statement relating ------------------------------------- to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose -------------- to sell the Initial Securities Preferred Stock or, if issued in exchange therefor, the Exchange Debentures to certain "qualified institutional buyers," as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Crown Castle International Corp)

Exchange Offer Registration Statement. The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities Notes (i) to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act and (ii) outside the United States to certain non-U.S. persons pursuant to Regulation S Persons meeting the requirements of Rule 904 under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Frontier Oil Corp /New/)

Exchange Offer Registration Statement. The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities Preference Shares to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act Act, and to certain non-persons who are not U.S. persons Persons (as defined in Regulation S) in offshore transactions pursuant to Regulation S under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Security Capital Assurance LTD)

Exchange Offer Registration Statement. The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities Notes to certain "qualified institutional buyers," as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Alliance Imaging Inc /De/)

Exchange Offer Registration Statement. The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities Subordinated Notes to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Abn Amro Bank Nv)

Exchange Offer Registration Statement. The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities Notes to (i) certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act and to certain in reliance upon the exemption from the registration requirements of the Act provided by Rule 144A under the Act or (ii) non-U.S. persons pursuant to Persons in reliance upon Regulation S under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Hard Rock Hotel Inc)

Exchange Offer Registration Statement. The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Dean Foods Co)

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