No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 64 contracts
Samples: Purchase Agreement, Purchase Agreement (Chaparral Energy, Inc.), Purchase Agreement (New Gold Inc. /FI)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 63 contracts
Samples: Purchase Agreement (Kinetik Holdings Inc.), Date of Agreement Agreement (Group 1 Automotive Inc), Purchase Agreement (United States Steel Corp)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons will comply have complied with the offering restrictions requirement of Regulation S.
Appears in 61 contracts
Samples: Registration Rights Agreement (Oceaneering International Inc), Purchase Agreement (Callon Petroleum Co), Date of Agreement Agreement (Group 1 Automotive Inc)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons will comply have complied with the offering restrictions requirement of Regulation S.
Appears in 37 contracts
Samples: Purchase Agreement, Registration Rights Agreement (Forest Oil Corp), Purchase Agreement (Chaparral Energy, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchasers and persons acting on their behalf, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 19 contracts
Samples: Trademark Security Agreement (Consolidated Communications Holdings, Inc.), Purchase Agreement (Consolidated Communications Holdings, Inc.), Netflix Inc
No General Solicitation or Directed Selling Efforts. None of the Company or Issuers nor any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 8 contracts
Samples: Purchase Agreement (Restaurant Brands International Inc.), Restaurant Brands International Inc., Restaurant Brands International Inc.
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) with respect to those Securities offered or sold in reliance upon Regulation S, engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 6 contracts
Samples: Purchase Agreement (Northern Oil & Gas, Inc.), Registration Rights Agreement, Northern Oil & Gas, Inc.
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Guarantors or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 6 contracts
Samples: Purchase Agreement (Callon Petroleum Co), Purchase Agreement (Callon Petroleum Co), Purchase Agreement (Callon Petroleum Co)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D without the prior written consent of the Representative or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 6 contracts
Samples: Purchase Agreement (Ctrip Com International LTD), Purchase Agreement (ANTERO RESOURCES Corp), Purchase Agreement (ANTERO RESOURCES Corp)
No General Solicitation or Directed Selling Efforts. None of the Company Issuers or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D without the prior written consent of the Representative or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 4 contracts
Samples: Purchase Agreement (Antero Midstream GP LP), Purchase Agreement, Purchase Agreement (Antero Midstream Partners LP)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply have complied with the offering restrictions requirement of Regulation S.
Appears in 4 contracts
Samples: Range Resources Corp, Range Resources Corp, Range Resources Corp
No General Solicitation or Directed Selling Efforts. None of the Company Partnership or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 4 contracts
Samples: Purchase Agreement (Equitrans Midstream Corp), Purchase Agreement (Equitrans Midstream Corp), Purchase Agreement (Equitrans Midstream Corp)
No General Solicitation or Directed Selling Efforts. None of the Company Issuers or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 4 contracts
Samples: Registration Rights Agreement (Star Gas Partners Lp), Atlas Energy Resources, LLC, Atlas Energy Resources, LLC
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, and persons acting on their behalf, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 4 contracts
Samples: Microchip Technology Inc, Microchip Technology Inc, Microchip Technology Inc
No General Solicitation or Directed Selling Efforts. None of the Company Issuers or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 4 contracts
Samples: Purchase Agreement (Archrock, Inc.), Purchase Agreement (Archrock Partners, L.P.), Purchase Agreement (Archrock Partners, L.P.)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 4 contracts
Samples: Purchase Agreement (Acetex Corp), Stock Option Agreement (Advance Auto Parts Inc), Land O Lakes Inc
No General Solicitation or Directed Selling Efforts. None of the Company Issuers or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 4 contracts
Samples: Purchase Agreement (Enviva Partners, LP), Registration Rights Agreement (Enviva Partners, LP), Enviva Partners, LP
No General Solicitation or Directed Selling Efforts. None of Neither the Company or Issuer nor any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 4 contracts
Samples: www.oblible.com, Purchase Agreement (Builders FirstSource, Inc.), Builders FirstSource, Inc.
No General Solicitation or Directed Selling Efforts. None of the Company Partnership Parties or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities and the Guarantees by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 3 contracts
Samples: Registration Rights Agreement (Global Partners Lp), Global Partners Lp, Registration Rights Agreement (Global Partners Lp)
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Issuer or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 3 contracts
Samples: Cemex Sa De Cv, Cemex Sa De Cv, Cemex Sa De Cv
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Parent or any of its their affiliates or any other person acting on its or their behalf (other than the Initial PurchasersHarbinger and EchoStar, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Purchased Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 3 contracts
Samples: Master Investment Agreement (Terrestar Corp), Purchase Agreement (Terrestar Corp), Master Investment Agreement (Harbinger Capital Partners Master Fund I, Ltd.)
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Guarantors or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts (within the meaning of Regulation S), and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 3 contracts
Samples: Oasis Petroleum Inc., Purchase Agreement (Oasis Petroleum Inc.), Registration Rights Agreement (Oasis Petroleum Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company Partnership Entities or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Offered Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D without the prior written consent of the Representative or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation SS thereunder, and all such persons will comply with the offering restrictions requirement of Regulation S.S applicable to such persons.
Appears in 3 contracts
Samples: Purchase Agreement (Viper Energy Partners LP), Purchase Agreement (Rattler Midstream Lp), Purchase Agreement (Viper Energy Partners LP)
No General Solicitation or Directed Selling Efforts. None of Neither the Company or nor any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 3 contracts
Samples: Purchase Agreement (Equitable Resources Inc /Pa/), Purchase Agreement (Equitable Resources Inc /Pa/), Purchase Agreement (Equitable Resources Inc /Pa/)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, Purchasers as to which whom no covenant representation is givenmade) will (i) solicit offers for, or offer or sell, the Securities Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of imposed by Regulation S.
Appears in 3 contracts
Samples: Dana Corp, Registration Rights Agreement (Dana Corp), Dana Corp
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 2 contracts
Samples: Purchase Agreement (Graphic Packaging Holding Co), Purchase Agreement (Baker Hughes Inc)
No General Solicitation or Directed Selling Efforts. None of the Company Issuers or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 2 contracts
Samples: Purchase Agreement (SunCoke Energy Partners, L.P.), SunCoke Energy Partners, L.P.
No General Solicitation or Directed Selling Efforts. None of the Company or Neither Mirant nor any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S, and all such persons will comply have complied with the offering restrictions requirement of Regulation S.
Appears in 2 contracts
Samples: Purchase Agreement (Mirant Corp), Purchase Agreement (Rri Energy Inc)
No General Solicitation or Directed Selling Efforts. None of the Company Manitowoc Parties or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage engagement in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 2 contracts
Samples: Purchase Agreement (Manitowoc Co Inc), Purchase Agreement (Manitowoc Foodservice, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company or Neither Escrow Issuer nor any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S, and all such persons will comply have complied with the offering restrictions requirement of Regulation S.
Appears in 2 contracts
Samples: Purchase Agreement (Mirant Corp), Purchase Agreement (Rri Energy Inc)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities 1933 Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 2 contracts
Samples: Purchase Agreement (Whiting Petroleum Corp), Purchase Agreement (Whiting Petroleum Corp)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates (as defined in Rule 501(b) of Regulation D) or any other person or entity acting on its or their behalf (other than the Initial Purchasersbehalf, as to which no covenant is given) will has (i) solicit offers for, engaged directly or offer or sell, the Securities by means of indirectly in any form of general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D D) in connection with the offering of the Securities or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.S. Except for this Agreement and the other Transaction Documents, the Company has not entered, and will not enter, into any arrangement or agreement with respect to the distribution of the Securities.
Appears in 2 contracts
Samples: Registration Rights Agreement (Us Concrete Inc), Note Purchase Agreement (Us Concrete Inc)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) in connection with offers and sales of Securities outside the United States, engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 2 contracts
Samples: Purchase Agreement (PDC Energy, Inc.), Purchase Agreement (PDC Energy, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company Issuer or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 2 contracts
Samples: Purchase Agreement (Symmetry Holdings Inc), Telesystem International Wireless Inc
No General Solicitation or Directed Selling Efforts. None of the Company Escrow Issuer, RRI, Mirant, or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 2 contracts
Samples: Purchase Agreement (Mirant Corp), Purchase Agreement (Rri Energy Inc)
No General Solicitation or Directed Selling Efforts. None of the Company or Neither Issuer nor any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Purchased Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 2 contracts
Samples: Spectrum Contribution Agreement (Terrestar Corp), Spectrum Contribution Agreement (Harbinger Capital Partners Master Fund I, Ltd.)
No General Solicitation or Directed Selling Efforts. None of the Company Partnership Parties or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities and the Guarantees by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 2 contracts
Samples: Registration Rights Agreement (Global Partners Lp), Purchase Agreement (Global Partners Lp)
No General Solicitation or Directed Selling Efforts. None of the Company Issuers or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchasers and persons acting on their behalf, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 2 contracts
Samples: GoDaddy Inc., GoDaddy Inc.
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S, and all such persons will comply have complied with the offering restrictions requirement of Regulation S.
Appears in 2 contracts
Samples: Trinity Marine Products, Inc., Trinity Industries Inc
No General Solicitation or Directed Selling Efforts. None of the Company, the Guarantors, any affiliate of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which Purchasers for whom we make no covenant is givenrepresentation) will has (i) solicit offers for, offered or offer or sell, sold the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of under the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons will comply have complied with the offering restrictions requirement of Regulation S.
Appears in 2 contracts
Samples: Purchase Agreement (Hornbeck Offshore Services Inc /La), Purchase Agreement (Hornbeck Offshore Services Inc /La)
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Parent or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 2 contracts
Samples: Superior Energy Services Inc, Superior Energy Services Inc
No General Solicitation or Directed Selling Efforts. None of the Company Calumet Parties or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities and the Guarantees by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.S with respect to the Securities.
Appears in 2 contracts
Samples: Isda Master Agreement (Calumet Specialty Products Partners, L.P.), Credit Agreement (Calumet Specialty Products Partners, L.P.)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchasers or their affiliates, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.S. (o)
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or nor Funding nor any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchasers and their affiliates, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or nor any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S, and all such persons will comply have complied with the offering restrictions requirement of Regulation S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) with respect to those Securities offered or sold in reliance upon Regulation S, engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Avis Budget Group, Inc.
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Guarantors or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Rule 902 of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Cardinal River Coals Ltd.
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates Affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasersplacement agents, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Goodyear Tire & Rubber Co /Oh/
No General Solicitation or Directed Selling Efforts. None of Neither the Company or Parent nor any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates Affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Purchase Agreement (RumbleON, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company Issuers, the Guarantors or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts (within the meaning of Regulation S), and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchasers and persons acting on their behalf, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Purchase Agreement (McClatchy Co)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D without the prior written consent of the Initial Purchasers or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Guarantor or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) with respect to any Securities to be sold in reliance on Rule 903 of Regulation S, engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Newmont Mining Corp /De/
No General Solicitation or Directed Selling Efforts. None of the Company Parent or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D with the prior written consent of the Representative or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Purchase Agreement (Immunogen Inc)
No General Solicitation or Directed Selling Efforts. None Neither of the Company Issuers or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Macrovision Solutions CORP
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Offered Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Purchase Agreement (Chemours Co)
No General Solicitation or Directed Selling Efforts. None of Neither the Company or nor any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Citadel Broadcasting Corp
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is givengiven by the Company) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts of the Securities within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Deluxe Corp
No General Solicitation or Directed Selling Efforts. None of Neither the Company or Merger Sub nor the Company, nor any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Issuer or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial PurchasersManagers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Cemex Sa De Cv
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Escrow Issuer, PSI or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Form of Purchase Agreement (Universal Health Services Inc)
No General Solicitation or Directed Selling Efforts. None of the Company Company, any Guarantor or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company Company, CHS or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities 1933 Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities Preferred Stock by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Purchase Agreement (Nisource Inc/De)
No General Solicitation or Directed Selling Efforts. None of the Company Issuers or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Atlas Resource Partners, L.P.
No General Solicitation or Directed Selling Efforts. None of the Company Company, any Guarantor or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage with respect to the Securities in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Indalex Holding Corp.
No General Solicitation or Directed Selling Efforts. None of the Company Issuers, Parent or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D 0 or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Purchase Agreement (Palace Entertainment Holdings, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company or its subsidiaries or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will has (i) solicit solicited offers for, or offer offered or sellsold, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons will comply have complied with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Purchase Agreement (Acetex Corp)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities Shares or the Underlying Shares by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Penn Virginia Corp
No General Solicitation or Directed Selling Efforts. None of the Company Company, the Guarantors or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of Except as required by the Registration Rights Agreement, neither the Company or nor any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Offered Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Purchase Agreement (Travelport LTD)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage with respect to the Securities in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Purchase Agreement (National Credit & Guaranty CORP)
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Purchase Agreement (Plains Exploration & Production Co)
No General Solicitation or Directed Selling Efforts. None of the Company Compa- ny or any of its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.S. (o)
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or Ladder Parties nor any of its their affiliates or nor any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Ladder Capital Corp
No General Solicitation or Directed Selling Efforts. None of the Company or Issuer, the Guarantors nor any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D without the prior written consent of the Representative or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Superior Energy Services Inc
No General Solicitation or Directed Selling Efforts. None of the Parent Guarantor, the Company or any of its their affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Truven Holding Corp.
No General Solicitation or Directed Selling Efforts. None of AMI, the Company or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no covenant is given) will (i) solicit offers for, or offer or sell, any of the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: American Media Operations Inc
No General Solicitation or Directed Selling Efforts. None of the Company Manitowoc Parties or any of its their respective affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage engagement in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.S. (p)
Appears in 1 contract
Samples: Purchase Agreement
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates Affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.S with respect to the Securities.
Appears in 1 contract
Samples: Purchase Agreement (U.S. Legend Cars International, Inc.)
No General Solicitation or Directed Selling Efforts. None of the Company or any of N its affiliates or nor any other person acting on its or their behalf (other than the Initial Purchasers, as to M which no covenant or agreement is givenmade) will (i) solicit offers for, or offer or sell, the Securities by t means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement requirements of Regulation S.
Appears in 1 contract
Samples: Federal De Electricidad
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersJPMorgan, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Us Concrete Inc
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts of the Securities within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Hanesbrands Inc.
No General Solicitation or Directed Selling Efforts. None of the Company Partnership Entities or any of its their affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Markwest Energy Partners L P
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates Affiliates or any other person Person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will has (i) solicit solicited offers for, or offer offered or sellsold, the Securities Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S, and all such persons will comply Persons have complied with the offering restrictions requirement of Regulation S.
Appears in 1 contract
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage with respect to the Notes in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Dow Jones & Co Inc
No General Solicitation or Directed Selling Efforts. None of the Company, the Guarantors, any affiliate of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which Purchasers for whom we make no covenant is givenrepresentation) will has (i) solicit offers for, offered or offer or sell, sold the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of under the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S under the Securities Act (“Regulation S”), and all such persons will comply have complied with the offering restrictions requirement of Regulation S.S;
Appears in 1 contract
Samples: Hornbeck Offshore Services Inc /La
No General Solicitation or Directed Selling Efforts. None of Neither the Company or Issuer nor any of its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersPurchaser, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Builders FirstSource, Inc.
No General Solicitation or Directed Selling Efforts. None of the Company or Issuer, any of its affiliates or any other person acting on its or their behalf (other than the Initial PurchasersNotes Purchaser, as to which no covenant is given) will (i) solicit offers for, or offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(24(a)(2) of the Securities Act or (ii) engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.
Appears in 1 contract
Samples: Globalstar, Inc.
No General Solicitation or Directed Selling Efforts. None of the Company or any of its affiliates or any other person acting on its or their behalf (other than the Initial Purchasers, as to which no covenant representation is givenmade) will has (i) solicit solicited offers for, or offer offered or sellsold, the Securities Notes by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act or (ii) engage engaged in any directed selling efforts within the meaning of Regulation S, and all such persons will comply have complied with the offering restrictions requirement of Regulation S.
Appears in 1 contract
